The target has a strong distribution network but a culture of off-book gifts and commissions that has run for years. The buyer brings a global anti-corruption programme with a zero-gift policy. Merging the two compliance programmes after M&A is not just issuing one common rulebook; it is handling the target’s historical risk before it becomes the new owner’s problem.
Legal basis at the time of writing
Corruption in the public and private sectors is handled under Anti-Corruption Law 36/2018/QH14 and Penal Code 100/2015/QH13, where Article 354 covers bribe-taking and Article 364 covers bribe-giving, including bribing foreign public officials and officials of public international organisations in certain cases. Companies may also bear criminal liability as commercial legal persons for certain related offences. An internal compliance programme is a voluntary governance measure but important evidence of good faith and control when investigators assess the company’s role.
Historical risk must be handled, not hidden
The post-deal review should examine unusual payments in distribution channels, commissions to intermediaries without real service contracts and gifts to state-linked partners. Where signs of historical violations surface, the company must stop the conduct at once, preserve evidence and assess self-disclosure duties instead of quietly wiping the data. Transparent handling at this stage decides whether historical risk stays with the seller under indemnities or becomes the buyer’s current risk.
Merging programmes into one operating system
The merged programme needs one code of conduct, one whistleblowing channel with reporter protection, and a mandatory training calendar for high-risk staff such as sales, procurement and government-facing roles. Monitoring should run in two layers: automated transaction controls in the payment system for sensitive spend, and periodic compliance audits sampling intermediary and distributor files. The target’s intermediaries must re-sign compliance commitments to the buyer’s standard within a set period after closing.
Recommended actions
1. Audit sensitive spend and intermediary relationships of the target in the compliance review immediately after closing.
2. Issue one unified code of conduct and whistleblowing channel, with mandatory training for high-risk staff groups.
3. Require every intermediary and distributor of the target to re-sign anti-corruption commitments to the merged standard.
A merged anti-corruption programme succeeds when target staff understand the new standard protects them too, not only a new owner in a distant country.
Frequently asked questions
How should the programs be merged?
Merging starts by benchmarking the two existing programmes and choosing the stricter standard per topic such as gifts, conflicts of interest and third-party intermediaries, then issuing one code of conduct under Anti-Corruption Law 36/2018/QH14 and the buyer’s global policy. Local practices of the target survive only where stricter or better fitted to Vietnamese legal reality.
How should training be organized?
Training should be risk-tiered: all staff learn the code and the reporting channel, sales and procurement teams go deep on gifts, commissions and intermediaries, and leadership learns supervisory duties and allegation handling. Training must include comprehension checks and complete attendance records, because a paper-only programme has no protective value when an incident occurs.
How should compliance be monitored?
Monitoring runs in two layers: preventive controls inside payment processes for sensitive spend such as gifts, hospitality and intermediary commissions; and detective work through sampled compliance audits, interviews and document matching. Results go periodically to the group’s compliance governance level, with a list of breaches and actions taken.
How are legacy risks handled?
The target’s legacy risk is handled through a deep review of pre-deal spend and intermediary relationships, seller warranties and indemnities for historical violations in the sale contract, and immediate termination of improper practices after takeover. The buyer does not inherit personal criminal liability of past offenders, but reputational, investigation-expansion and entity liability risks must be managed from day one.
This article has been quality-reviewed by the FLAW AI Legal Council