Private Equity & Funds

Unlike an outright acquisition, a private equity investment creates a legal relationship that extends over many years, where the investor’s value is determined not only by the entry valuation, but also by the quality of the rights negotiated: information rights, veto rights, anti-dilution protection and, above all, an executable exit pathway within Vietnam’s legal framework. Many internationally standard provisions—from valuation protection clauses to drag-along and tag-along rights—must be carefully “localised” to ensure their practical enforceability before Vietnamese courts and arbitral tribunals. This is where HM&P concentrates its capabilities.

We advise private equity funds, venture capital funds, institutional investors and other organisations on investments in Vietnamese companies, ranging from growth financing rounds and structured minority investments to control acquisitions and investments involving conversion mechanisms. We also regularly represent companies and founding shareholders in negotiations with institutional investors, giving us a clear understanding of both sides of the negotiating table.

Our Approach

In PE transactions, we draw a clear distinction between provisions that are merely formal and those that genuinely protect the value of the investment. HM&P focuses its negotiating resources on issues that directly affect investor risk and returns: conditions precedent and staged disbursement mechanisms; representations, warranties and workable indemnification mechanisms; governance and veto rights over key decisions; price adjustment and earn-out mechanisms; and exit options designed into the investment documentation from the outset, rather than only when the fund approaches the end of its term.

At the same time, we ensure that every structure stands up to the specific requirements of Vietnamese law, including market access conditions applicable to foreign investors, M&A approval procedures, foreign exchange regulations governing inbound and outbound capital flows, and the enforceability of shareholders’ agreements under Vietnamese corporate law.

Scope of Services

• Investment structuring and selection of transaction structures, including onshore, offshore and holding company structures;
• Minority investments, strategic investments, growth financing rounds and convertible instruments;
• Legal due diligence of target companies and assets;
• Drafting and negotiation of investment documentation in accordance with international standards, including SSAs/SPAs, SHAs, amended charters and ancillary agreements;
• Investor rights, including information rights, veto rights, board nomination rights and anti-dilution protection;
• Funding conditions, representations and warranties, indemnification mechanisms and investment protection;
• Legal requirements applicable to foreign investors, including market access conditions, M&A approvals and foreign exchange regulations;
• Pre- and post-investment corporate restructuring;
• Design and implementation of exit strategies, including secondary transfers, sales to strategic investors, IPOs and listings;
• Prevention and resolution of disputes among investors, founding shareholders and companies.