- HM&P: Vietnam International Law Firm
- HM&P: Vietnam International Law Firm
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Mergers and Acquisitions
Mergers and acquisitions are an important strategy to help listed companies expand their scale, optimize resources, and strengthen their competitive position in the market. However, this process has many potential legal, financial and operational risks if not strictly managed through the merger contract. In this article, we will clarify the important legal notes that listed enterprises need to consider when drafting and executing a merger contract so that this procedure can take place smoothly and with little risk in practice.
In the process of corporate restructuring, the separation of companies is a common business and legal strategy to adjust business strategies, manage risks, and optimize operational efficiency. In order to ensure the legitimate rights and interests of enterprises, employees and related parties, the Law on Enterprises 2020 amended and supplemented in 2022 and 2025 (the amended Law on Enterprises) and the Government's Decree No. 168/2025/ND-CP dated June 30, 2025 guiding the amended Law on Enterprises (Decree 168) have specified the conditions, dossier and order of carrying out procedures for separation of this company.
Mergers and acquisitions (M&A) are not just a financial transaction but a strategic decision that has the potential to fundamentally change ownership, corporate governance, and governance. For businesses that identify M&A as the focus of their value creation strategy, the role of the Board of Directors (BOD) becomes absolutely important. The Board of Directors, which is likened to the "heart" of strategic coordination, has the task of controlling risks and representing the interests of shareholders.
On October 29, 2025, Metsera received an active acquisition proposal from Novo Nordisk. This event has triggered a potential "scramble" between three major pharmaceutical companies. Metzera's quick response to Novo Nordisk's proposal, just one day after receiving it, shows how attractive this proposal is to the target company's Board of Directors.
The "Poison Pill" strategy, or more accurately the Stockholder Rights Plan, is one of the most important legal legacies of Martin Lipton, founder of the law firm of Wachtell, Lipton, Rosen & Katz. The introduction of this strategy in the early 1980s fundamentally changed the landscape of hostile takeovers and acquisitions in the United States.
The transition phase in mergers and acquisitions (M&A) is the period from the signing of the merger agreement to the official closure of the transaction. This is one of the riskiest and most sensitive periods for corporate governance. Nominal control of the company still belongs to the former management, but their motivations and economic interests have been fundamentally altered by the imminent sale of the company. This is a period that buyers often refer to as the period of "lame duck fiduciaries." The target company management may now be those who have lost the motivation to act in the best interests of the company after their personal interests are no longer tied to the long-term performance of the business.
In mergers and acquisitions (M&A), a Non-Disclosure Agreement (NDA), is not just a paperwork but a critical legal and strategic foundation to protect the seller's business and at the same time protect the buyer's investment strategy. NDAs mark the beginning of an in-depth due diligence process where parties share sensitive information.
On October 25, 2025, Novartis, a Swiss pharmaceutical giant, signed a Merger Agreement and Plan with Avidity Biosciences, a pioneer in the field of RNA therapy, with the goal of significantly strengthening and expanding its neuroscience pipeline. However, instead of acquiring the entire company, Novartis designed a unique and wise transfer mechanism that was a conditional merger, forcing Avidity to separate its early-stage, non-core medical development programs into a new company (SpinCo) before the acquisition was completed.
Artificial Intelligence (AI) has moved beyond being a mere enabler to becoming a core strategic element, shaping both the execution process and the object of M&A transactions. Law firms and M&A lawyers must restructure their operating models to harness the full potential of AI, while dealing with the complex legal risks it brings.
In M&A or investment transactions, a legal due diligence report is a key document to help the buyer or investor understand the potential legal risks. Presenting this report in a professional and effective manner not only helps to communicate information clearly to readers, but also shows the capacity and prestige of legal practitioners. In this article, we will give some important experiences for drafting and presenting legal due diligence reports to help improve the quality of legal due diligence reports of M&A transactions in the coming time.
The global economy is gradually stabilizing after fluctuations from inflation, high interest rates and geopolitical factors, mergers and acquisitions (M&A) activities in Vietnam have shown encouraging signs of recovery. The report "Control of Economic Concentration 2024" recently published by the National Competition Commission ( NPC) ("Report") has provided a comprehensive view of this market. As the state regulatory body for competition, the National Competition Commission not only supervises but also promotes a healthy M&A environment, ensuring compliance with the law and the competitive environment in Vietnam.
Mergers and acquisitions (M&A) transactions are increasingly becoming important tools for businesses to scale, optimize resources and strengthen their competitive position. However, not every deal goes smoothly to the destination, with countless risks ranging from failed negotiations, strategic changes to regulatory interventions. In order to mitigate these risks, the parties often include cancellation clauses in the purchase and sale contract between the parties to ensure that the transaction goes smoothly and minimize the risks and investments in the transaction.
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