In wind-project M&A, legal due diligence sets the purchase price and deal structure — one serious defect found can cut tens of millions of dollars off the price or kill the deal. Below is a 20-point checklist in 4 groups, distilled from energy-project DD practice in Vietnam.
Group 1: Planning and investment approvals (5 points)
1. Project listed in the adjusted PDP8 (Decision 768/QD-TTg) at the right capacity and schedule. 2. Valid investment policy approval matching owner and scale. 3. Valid IRC (for FDI projects) consistent with actual deployment. 4. Complete, valid related approvals (connection, fire safety, environment). 5. No revocation, suspension or ongoing inspection decisions affecting the project.
Group 2: Land and environment (5 points)
6. Full land-use rights for all turbine positions, internal roads and substations — right purpose, right term. 7. Land financial obligations settled (rents, land-use fees), no arrears. 8. No land disputes or outstanding compensation complaints. 9. Approved EIA report and valid operation-phase environmental licence. 10. Environmental condition compliance (noise, bird protection) — check environmental inspection records.
Group 3: Commercial contracts (5 points)
11. Valid PPA with clear tariff, term and change-of-control clause. 12. Completed connection agreement with no outstanding grid-investment duties. 13. EPC/O&M contracts: warranties, penalties, termination clauses. 14. Credit agreements: outstanding debt, covenants, transfer restrictions (negative pledge, bank change-of-control). 15. Valid insurance with adequate coverage.
Group 4: Compliance and disputes (5 points)
16. Valid power operation licence at the right capacity. 17. Tax duties settled — check tax debts and VAT refunds received. 18. Labour compliance (foreign workers: work permits under Decree 219/2025). 19. No ongoing litigation or arbitration involving the project or project company. 20. Related-party transactions and contingent liabilities (guarantees, commitments) reviewed.
The golden rule: every finding needs documentary proof, severity classification (deal-breaker, price chip, condition precedent, post-closing covenant) and quantified financial impact — a DD report without quantification is unfinished work.
This article has been quality-reviewed by the FLAW AI Legal Council.
Frequently Asked Questions
What does wind-project due diligence cover?
A 20-point checklist in 4 groups: planning and investment approvals (power plan, policy approval, IRC); land and environment (land-use rights, financial duties, EIA, environmental licence); commercial contracts (PPA, connection, EPC/O&M, credit, insurance); compliance and disputes (power licence, tax, labour, litigation).
Which DD findings can kill the deal?
Common deal-breakers: project off-plan or dropped from the adjusted plan; unresolved land disputes; PPA change-of-control clauses blocking transfer without buyer consent; large tax debts; expired licences. Every finding must carry quantified financial impact.
What PPA terms matter in power-project M&A?
Four items: tariff and remaining term (driving cash flow); change-of-control clause (does transfer need buyer consent); curtailment and compensation mechanics; penalty, termination and dispute-resolution clauses. The PPA is an operating power project's most valuable asset.