Insights

Insights

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.

Specific policies of the Vietnam International Financial Center according to Resolution 222 of the National Assembly

On June 27, 2025, the National Assembly of the Socialist Republic of Vietnam passed Resolution No. 222/2025/QH15 on the establishment of the International Financial Center (Vietnam IFC) in Ho Chi Minh City and Da Nang (Resolution 222). Resolution 222 takes effect from September 1, 2025. This is a strategic move to create a conducive environment for international financial activities, attract foreign investment, and promote innovation. Vietnam IFC is expected to become a competitive financial center in the region, making an important contribution to Vietnam's economic development and international integration in the new period.

Why does Vietnam continue to propose amendments to the Land Law 2024?

The Land Law 2024, passed by the National Assembly and effective from August 1, 2024, marks an important step forward in the reform of land management and use in Vietnam. The Land Law, when promulgated and enforced, carries with it a lot of expectations of people and businesses about the State's management of one of the most valuable assets and has a special position in society. However, after only one year of implementation, the Government has proposed to amend and supplement a number of articles of this Law to submit to the National Assembly for approval at the next October session. The Draft Amendment to the Land Law 2024 (the "Draft Amendment") is formulated to institutionalize the Party's guidelines, solve practical problems and be in line with the two-level local government organizational model.

Guidelines for labeling cosmetics in accordance with regulations

Proper labeling is an indispensable step when bringing cosmetics to the market. Within the scope of the article, we will provide detailed instructions on how to fully and accurately record each content on cosmetic labels according to current regulations and update some notable new points in the Draft Decree on cosmetic management in 2025 ("Draft Decree") to help businesses grasp changes and proactively adjust labels accordingly in accordance with regulations in the coming time.

Important changes in the Draft Amendment to Decree 09/2018/ND-CP

The Draft Amendment to Decree 09/2018/ND-CP proposed by the Ministry of Industry and Trade aims to update and complete regulations related to the purchase and sale of goods and activities directly related to the purchase and sale of goods of foreign service providers and foreign-invested economic organizations (FDI) in Vietnam (the "Draft Amendments"). The article analyzes in detail the main changes in the Draft Amendment to Decree 09/2018/ND-CP, focusing on legal aspects, administrative procedures, management decentralization, and requirements in line with international commitments.

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.

Responsibilities of enterprises in complying with the law on protection of consumer rights

Economic integration and the strong development of e-commerce, the protection of consumer rights is becoming increasingly important. In Vietnam, the Law on Protection of Consumer Rights 2023 (Law on Environmental Protection) and Decree No. 55/2024/ND-CP dated May 16, 2024, issued by the Government, set out specific regulations and requirements that businesses must strictly comply with to ensure the rights of consumers. This article will analyze in detail the responsibilities of businesses in accordance with the law, and emphasize the importance of complying with these regulations in building credibility and sustainable development.

The reasons for the Ministry of Industry and Trade to propose amendments to Decree 09/2018/ND-CP

Decree 09/2018/ND-CP, promulgated on 15/01/2018, is a document detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign service providers and foreign-invested economic organizations (FDI) in Vietnam ("Decree 09/2018/ND-CP”). However, after more than seven years of implementation, the Ministry of Industry and Trade has noticed many inadequacies and limitations in the application of this decree, leading to the need to amend it to suit the new socio-economic context, international commitments, and administrative reform requirements. This article will analyze the main reasons why the Ministry of Industry and Trade proposed to amend Decree 09/2018/ND-CP this time.

The outstanding foundation that enables Singapore to successfully build an international financial center

Singapore has risen to become one of the world's leading international financial centers, on par with New York, London and Hong Kong. According to the Global Financial Centres Index (GFCI) 34 in September 2023, Singapore ranks 3rd globally, leading Asia, surpassing Hong Kong thanks to its outstanding infrastructure, stable policy environment, and strong innovation ecosystem . This success is not a coincidence but the result of a series of fundamental factors: a transparent legal environment, preferential tax policies, advanced financial-technological infrastructure, high-quality human resources, political stability, and the ability to quickly adapt to new trends such as fintech and green finance. This article will analyze the key factors that make up Singapore's position, and compare it with other major financial centres to clarify its competitive advantages and key differences.

Things businesses need to note when complying with regulations on beneficial owners under the amended and supplemented Law on Enterprises

The amended and supplemented Law on Enterprises 2025, approved by the 15th National Assembly on June 17, 2025, has introduced many new regulations related to the identification, declaration, notification and storage of information about the beneficial owner of the enterprise. These regulations are intended to increase transparency in business operations, especially in identifying individuals or organizations that actually benefit from the business's operations. This article will analyze the points that businesses need to pay attention to to properly comply with the regulations on social security in accordance with the current enterprise law.

Why did Vietnam quickly include the regulation "Beneficial owners" in the Law on Enterprises 2020?

Vietnam, with a deepening international economic integration and the requirement of transparency in business activities becoming a global standard, has included the regulation on "beneficial owners" in the Law on Enterprises 2020. This regulation not only reflects Vietnam's commitment to comply with international standards on anti-money laundering and prevention of terrorist financing, but also an important step towards improving the investment environment, improving the efficiency of financial management, and promoting transparent corporate governance.

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.