M&A and Corporate Restructuring
A successful M&A does not end at signing the SPA or completing the capital transfer. A deal only truly has value when legal risks have been seen, conditions precedent are properly designed, the target assets can be exploited and the post-deal machinery can operate. For enterprises with foreign elements, the equation extends to investment conditions, competition, land, labour, licences and the parent company’s internal approval flow.
Quick summary: M&A and corporate restructuring
| For | Buyers and sellers in share, capital-contribution or asset transactions, and enterprises restructuring ownership within a group. |
|---|---|
| Key documents | Transaction diagram, current ownership structure, charter, material contracts and the target company’s legal files. |
| What to check | Ownership and contribution history, licences still in effect, contracts with change-of-control clauses, tax obligations and hidden disputes. |
Common transactions
- Buying shares, capital contributions or assets.
- Joint ventures, strategic investments, project transfers.
- Group restructuring, demergers – mergers – acquisitions or divestment.
- Transactions with foreign investors and cross-border transactions.
Points to check
- Ownership, licences, material contracts and hidden disputes.
- Land, labour, tax, data, intellectual property and environmental obligations.
- Approval conditions, payment structure and compensation mechanisms — payment of capital-transfer value to foreign investors is made via the direct investment capital account (DICA).
- Post-deal governance, veto rights and integration plans.
What does FLAT LAW FIRM do?
- Buy-side or sell-side legal due diligence.
- Designing transaction structures, LOIs, term sheets, SPAs and approval files.
- Negotiating conditions precedent, warranties, indemnities and post-deal terms.
- Coordinating capital contribution, share purchase, enterprise change and investment adjustment procedures.
Common risks
- Looking only at finances while missing licences and asset exploitability.
- Not handling foreign investment conditions before signing or paying.
- Missing post-deal mechanisms so the buyer cannot control implementation.
- Indemnities not tied to actual risks or hard to recover when breaches arise.
Files to prepare
- Transaction diagram, cap table, charter, material contracts and the target company’s legal files.
- Key assets, land lease rights, licences, labour, debts and post-deal issues.
- Commercial objectives, timeline, conditions precedent and each side’s risk limits.
What breaks an M&A deal in Vietnam
In most transactions, the problem is not valuation but that the seller cannot prove what it is selling. Contribution history missing vouchers, shares held in others’ names, assets on land not yet completed for acceptance, or an expired sub-licence can all force the parties to stop and remediate.
The second layer is the target company’s existing contracts. Loan contracts, land leases, distribution contracts and senior employment contracts often have change-of-control clauses; without prior review, completing the transaction may trigger third parties’ termination rights exactly when the buyer has just paid.
The third layer is mandatory procedures: approval of capital contribution and share purchase for foreign investors, the economic concentration notification obligation if the transaction reaches thresholds, and post-deal change registration. Timelines should be built on these milestones, not on the parties’ wishes. Note: from 1 March 2026, the Investment Law 2025 allows foreign investors to establish a business organisation (ERC issuance) before completing IRC issuance procedures for the project — reversing the familiar IRC-before-ERC sequence, so foreign-related transaction timelines need re-reviewing for the new order.
Payment structure and buyer protection mechanisms
When due diligence uncovers risks that cannot be fully resolved before signing, the solution is usually not to abandon the deal but to move those risks into the structure: holding back part of the price, setting conditions precedent for each payment tranche, or binding the seller to warranties and indemnities with clear durations and caps.
What matters is that each commitment attaches to a specific enforcement mechanism. A commitment with no retained money, no security assets and no workable dispute resolution mechanism is usually only worth the paper it is written on when problems actually arise.
Reference legal framework
M&A transactions in Vietnam are governed concurrently by the Enterprise Law 2020 and Law No. 76/2025/QH15, the Investment Law 2025 No. 143/2025/QH15 for the approval of capital contribution and share purchase by foreign investors, and the Competition Law 2018 for the economic concentration notification obligation. Depending on the transaction’s object, land, securities or sector laws may also apply.
Laws and regulations, state authorities’ competence and administrative procedures may change over time. The full texts of the above documents can be found at the Government’s legal normative document system. The content on this page is directional and should be checked against the documents in effect at the time of application to each specific file.
FAQ
How does M&A differ from ordinary capital contribution?
M&A usually involves a transfer of control, assets or a broader corporate structure than a single capital contribution.
Where should the buyer start?
Start with the due diligence scope, the risk register and the transaction strategy.
Do foreign investors always need prior approval?
Check by business line, ownership ratio and the specific transaction structure.
Should contracts be signed before due diligence is done?
Preliminary documents may be signed, but the main contract should reflect all material findings.
Can restructuring be done without selling the company?
Yes. Restructuring can serve governance, tax, fundraising or preparation for future transactions.
Useful links
Talk to FLAT LAW FIRM
You can send the existing documents, objectives and expected timeline for our team to assess the next steps, or call the hotline (+84) 988 424 851.