Vietnamese lawyers in merger and acquisition (M&A)

Vietnamese lawyers in merger and acquisition (M&A)

1. What is the Vietnamese lawyers in merger and acquisition ( M&A)?

Mergers and acquisitions (M&A) is a branch of corporate law dealing with companies that are purchasing and/or merging with other companies.

A merger is a process by which two companies join and one new company continues to exist. Also called a consolidation, a merger occurs when two companies combine together to form a new enterprise altogether, and neither of the previous companies remains independently.

Acquisitions involve a process by which one company acquires the assets of another company. An acquisition, or takeover, is the purchase of one business or company by another. Acquisitions can also be categorized as “friendly” or “unfriendly” depending on how the target company perceives the acquirer.
Vietnamese lawyers in merger and acquisition (M&A) will assist their clients with the appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of contracts for the sale of portions of the shares or capital contribution. Merger and acquisition (M&A) transactions are among the most complex and significant events in the life of a firm— the consequences of which reverberate both internally and externally.

2. Types of merger and acquisiti0n transactions in Vietnam:

- Capital contribution: Company may increase its capital by issuance of new shares or portion of capital contribution.
- Purchase the shares or contribution capital portion: Company may change the shareholder by selling the shares or contribution capital portion. 
- Division of companies: Limited liability companies and shareholding companies may split their shareholders, members and assets in order to establish two or more new companies.
- Separation of companies: Limited liability companies and shareholding companies may be separated by transferring part of the assets or rights and obligations of the existing company (hereinafter referred to as the company being separated) to establish one or more new limited liability companies or shareholding companies (hereinafter referred to as the separate company) without terminating the existence of the company being separated.
- Consolidation of companies: Two or more companies (hereinafter referred to as companies being consolidated) may be consolidated into a new company (hereinafter referred to as the consolidated company) and at the same time, terminate the existence of the companies being consolidated.
- Merger of companies: One or more companies (hereinafter referred to as merging companies) may be merged into another company (hereinafter referred to as the merged company) by way of transfer of all lawful assets, rights, obligations and interests to the merged company and, at the same time, terminate the existence of the merging companies.
- Conversion of limited liability companies into shareholding companies
- Conversion of shareholding companies into one member limited liability companies
- Conversion of shareholding companies into limited liability companies with two or more members
- Conversion of private enterprises into limited liability companies

3.What do Vietnamese lawyers in merger and acquisition (M&A) do?

Vietnamese lawyer in merger and acquisition who can assist the clients the following works:

• Identify the client”s business objectives.
• Identify the legal issues –these vary depending on factors like whether the deal is friendly or unfriendly.
• Build a plan of options and find the best options
• Build a "road map" for the client from start to finish, and include a timeframe.
• Advise on deal and negotiating tactics.
• Conduct due diligence on other side.
• Determine – with the help of tax experts – the tax implications and if they require special structuring.
• Work with antitrust attorneys to assess regulatory obstacles, gain regulatory approval and analyze any other required regulatory approvals.
• If cross-border, work with local counsel. Review all the client”s contracts: business, employment, outsourcing, debt instruments, preferred stock, etc.
• Obtain third-party consents from lenders or parties to other contracts.
• Negotiate agreement, sign, announce publicly, close the deal.
• Attorneys for the target decide whether to negotiate, refuse the buyer”s overtures, sell, or do a deal with another company.

Any more information about merger and acquisition (M&A) in Vietnam, feel free to contact with our Vietnamese lawyer.

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