Mergers and Acquisitions

The role of Escrow agreement regulation in M&A transactions

In mergers and acquisitions (M&A) transactions, escrow agreements are an important tool to manage financial risks, ensure transparency and protect the interests of the parties involved. Escrow agreements establish a neutral mechanism in which a third party (usually a bank or law firm) holds and manages a sum of money or assets until specific conditions are met.

Reverse mergers – A unique mechanism in M&A transactions

A reverse merger is a form of merger and acquisition (M&A) in which a private company or subsidiary of a group of parent and subsidiary companies (consisting of multiple companies) merges into a target company (usually a publicly listed company), and the target company becomes a surviving corporation after the merger. This mechanism allows the buyer to gain control of the target company without issuing new shares to the public, while ensuring that the legal structure and operations of the target company are maintained after the merger.

The role of Payoff Letters in M&A transactions

In mergers and acquisitions (M&A) transactions, ensuring transparency and managing financial risk are key factors to ensure success. One of the key tools to achieve this goal is the Payoff Letter. This is a document provided by the creditors of the target company, confirming the remaining amount of debt, the terms of payment, and a commitment to release the financial obligations after the debt is paid in full. The debt confirmation letter serves as a protection mechanism for the buyer, helping to ensure that the target company does not leave behind unexpected financial liabilities after the transaction is completed.

The complexity of cross-dealing in M&A deals

As the global financial services industry undergoes drastic transformations, mergers and acquisitions (M&A) deals are becoming increasingly complex, with innovative transaction structures to optimize value for stakeholders. One of the prominent structures is cross-trading, in which parties simultaneously make the purchase and sale of assets or shares in order to achieve strategic objectives. The deal between Fidelity National Information Services, Inc. (FIS) and Global Payments Inc. is a good example of cross-trading, with a total transaction value of more than $37 billion . This transaction not only reshapes the business portfolios of the two giants in the payment processing industry, but also clearly illustrates the complexity and sophistication of the cross-transaction structure in M&A.

Economic concentration of enterprises: Perspectives from the Annual Report of the National Competition Commission

Vietnam's economy being increasingly deeply integrated into the global value chain, economic concentration activities such as mergers, acquisitions, consolidations, or joint ventures between enterprises have become a prominent trend. These transactions not only reflect the dynamics of the market, but also pose a major challenge in ensuring healthy competition and protecting consumer rights. The 2024 Annual Report of the National Competition Commission (NAC), under the Ministry of Industry and Trade released on July 15, 2025, has provided a fairly comprehensive picture of e-commerce activities in Vietnam in the past year, and at the same time clarified the role of regulators in supervising and controlling these transactions in practice.

To understand the common price adjustment mechanisms in M&A transactions

In mergers and acquisitions (M&A) transactions, the purchase price of the target company is usually adjusted to reflect the actual financial position at the time of closing the transaction. A price adjustment mechanism is an important part of a share purchase or capital contribution, helping to ensure that the transaction value is in line with financial indicators such as working capital, cash and debt. This mechanism not only protects the interests of both the buyer and the seller but also minimizes the risk of financial fluctuations in the period from the signing of the contract to the completion of the transaction.

From the dispute between AEON Financial and SeABbank, a look back at the terms of insurance commitments and indemnity in M&A transactions

The continuous development of capital markets, mergers and acquisitions (M&A) transactions have become an important part of the development strategy of many businesses. However, these transactions often come with great risks associated with inaccurate or incomplete information from the seller's side. From the recent dispute between AEON Financial and SeABank in the acquisition of PTI Insurance Company, AEON, we will analyze the regulation of the commitment and compensation (W&I) insurance mechanism to highlight the important role of this regulation in mitigating risks for the parties as well as assessing the applicability of this provision in Vietnam.

For the M&A deal of tens of trillions of VND to "land successfully"

In the field of mergers and acquisitions (M&A), disputes related to share/stake transfer contracts are not uncommon, especially when issues arise of misinformation or breach of contract. The case between AEON Financial Service (AEON Financial) and Southeast Asia Commercial Joint Stock Bank (SeABank) related to the acquisition of Post and Telecommunications Finance Company (PTF) worth VND 4,300 billion is a typical example of these disputes. So what is the basis for AEON Financial to cancel this transaction with SeaBank?

M&A protection clauses: Strategic structure and lessons learned from practice

In mergers and acquisitions (M&A), especially high-value or strategic ones, ensuring the deal is not unexpectedly broken, not falling into an "auction trap" or not being unnecessarily prolonged, is a top priority for the buyer. In order to protect the interests invested throughout the negotiation process, the buyer usually requires the seller to agree to certain Deal Protection Provisions ("DPPs").

Avoiding legal disputes after M&A transactions is not difficult

Legal disputes following mergers and acquisitions (M&A, completed) related to contractual commitments, asset valuation, intellectual property rights or corporate governance are increasing due to the complexity of cross-border deals. pressure from new regulations, and global economic uncertainty. What should businesses do to minimize the risk of disputes arising after M&A transactions in Vietnam.

To avoid risks in the process of company mergers?

In business, merging one company with another has become a common strategy to increase market share and competitiveness. However, for companies involved in litigation, a merger is not only a basic business registration procedure, but also poses potential legal risks in litigation, leading to the possibility of a judgment being set aside. This article provides an overview of the litigation risks associated with mergers and the steps companies should take to avoid them.

Post – M&A transactions – should the seller be more cautious?

In this article, our Managing Partner, Nguyen Van Phuc will mention some minor errors in the execution process that could lead to the collapse of Mergers and Acquisitions transactions. This article was part of HM&P's series of articles about pharmaceutical, published in The Saigon Times No. 26 - 2024, dated on June 26, 2024.