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- HM&P: Vietnam International Law Firm
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Mergers and Acquisitions
A factory has a certificate, the buyer has accepted the price and the current condition, but the transaction can still be stalled. Because in industrial parks, factories are not independent assets but are closely associated with land lease rights, investment projects, infrastructure contracts and operating conditions. If these factors are not transferred synchronously, businesses may fall into a situation where they have received money but cannot hand over, or have received factories but cannot produce yet.
In corporate mergers and acquisitions (M&A) deals, investors often spend a lot of time answering the question of how much the business is worth. However, practice shows that an even more important question is often overlooked: what transaction are the parties actually entering into? When the commercial objective is not properly transformed into a legal structure, the risk is not only that a contract may be invalidated, but can also change the entire way the law applies to the deal. A recent cassation decision by the Supreme Court Judges Council is a clear demonstration of this issue.
The sanction by the Vietnam Competition Commission (VCC) of nearly VND 900 million by BAF Vietnam Agriculture Joint Stock Company and Thanh Xuan Clean Agriculture Development Joint Stock Company for failing to fulfill the obligation to notify economic concentration not only attracts attention because this is one of the rare cases that are publicly announced. Behind this sanctioning decision, there is also a more important legal question for the business community and the M&A consultants in Vietnam: after being sanctioned for not notifying, do enterprises still have to carry out the procedures for notifying economic concentration?
For decades, investment deals and corporate acquisitions (M&A) have almost always followed a familiar formula. The buyer conducts financial due diligence to assess profitability, tax due diligence to identify potential financial obligations, and legal due diligence to review risks related to contracts, assets, labor and disputes. The results of these three processes are the basis for determining the value of the business as well as deciding whether to continue trading or not.
In most mergers and acquisitions (M&A), the most difficult negotiation usually lies not in the question of whether to buy or not, but in the question of how much to buy. For the seller, the value of the business lies not only in the existing assets or business results of today, but also in the growth potential for many years to come. In contrast, buyers are always cautious about untested expectations and are often only willing to pay for measurable values at the time of the transaction. It is the gap between these two perspectives that causes many M&A deals to last for months, even collapse just before signing, even though all parties are willing to cooperate.
Mergers and acquisitions (M&A) activities of projects are becoming an indispensable part of the investment market in Vietnam. In the real estate sector, many projects are transferred from one investor to another before being completed or put into operation. However, it is worth noting that the same business objective, transferring control of a project, can be done through various legal structures.
In most mergers and acquisitions (M&A) transactions, the buyer is usually the one taking the greater risk. After paying the purchase price and completing the transfer, the buyer can not only receive the assets or shares of the target enterprise, but also potential debts, undisclosed disputes, open tax obligations, labor issues, etc environment, business licenses, or even risks arising from data and technology. A deal that is attractively priced at the negotiating table can quickly become an underperforming investment if these risks appear after the transaction has been completed.
In the practice of M&A transactions in Vietnam, the choice of transaction structure in the form of share transfer instead of direct transfer of investment projects is quite common. This approach can help the parties simplify the transaction procedure, but at the same time raises many debates about determining the true nature of the transaction and the limits of the freedom of agreement in investment and business relations.
In many mergers and acquisitions (M&A) transactions, the parties often devote most of their attention to the formal transfer agreement, while the Letter of Intent (LOI) is just a goodwill starter. However, international practice shows that many major disputes start from this seemingly "non-binding" document itself.
The post-merger dispute between EQuest and Ms. Pham Bich Nga (related to the investment/transfer of ownership and operation of Hanoi Star Education System) is a "case study" to look directly at post-M&A risks in Vietnam: the buyer has a majority, have been paid, but can still be "stuck" at the stage of operational control, legal transfer and real control at the target company.
M&A is a complex field, each agreement is worth tens of billions of VND or more, so it is impossible to be subjective in the drafting and implementation of contracts. The use of many discrete and inconsistent contracts/documents is not only not "safer", but on the contrary, it also opens up dangerous loopholes, leading to risks for transactions and can cause protracted disputes between parties.
On November 20, 2025, Abbott Laboratories officially reached an agreement to acquire Exact Sciences Corporation with an enterprise value of up to $23 billion . Abbot is a well-known name in the nutrition industry in Vietnam. Although the deal is carried out entirely abroad, many questions arise whether this "giant" of the healthcare industry will be forced to carry out the procedure of notifying economic concentration with the Vietnamese authorities before completing the transaction?
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