Mergers & Acquisitions (M&A) are becoming increasingly commonplace and is a natural stepping stone for growing businesses to rapidly expand. Understanding the legal aspects and implications of M&A is crucial to the success of any business involved in one. M&A can be an incredibly complex process and managing the journey should be undertaken with care and sophistication. It is vital that when a company begins the process, they engage a highly competent M&A lawyer to avoid the many pitfalls that may be encountered.

Corporate Counsels M&A lawyers have a proven track record of success across various industries, including education, automotive, energy, technology, food and beverage, real estate, and commercial retail. We are well-versed in the legal requirements for both domestic and cross-border transactions, ensuring compliance and favorable outcomes for our clients. Our strong local network allows us to leverage relationships with regulators, business experts, accountants, and financial institutions, providing our clients with a competitive advantage.

We specialize in a diverse range of transactions, encompassing share acquisitions, business acquisitions, buyouts, and IPOs. Our collaborative approach ensures that we work closely with you throughout the entire process, placing your goals at the forefront and delivering tailored solutions to meet your unique requirements.

There are a wide variety of important legal aspects relating to M&A which require an experienced team to support you in your journey.

Corporate Counsels delivers innovative and applicable advice, one that minimises risks and optimises transactional value.

What is M&A (merger and acquisition)?

Mergers and acquisitions (M&A) are transactions in which two or more companies merge in some way. Despite the fact that the terms mergers and acquisitions (M&A) are sometimes used interchangeably, they have distinct legal meanings. Two companies of similar size merge to establish a new single company in a merger. An acquisition, on the other hand, occurs when a larger corporation buys a smaller company and absorbs its business.

Due Diligence

Due diligence is essential before engaging in any business transaction, particularly mergers and acquisitions in Vietnam. For investors, a comprehensive investigation of the target business allows them to uncover potential liabilities which significantly informs the agreement drafting process. Simultaneously, business owners can benefit from evaluating their own company to gain insight into its value, which proves valuable during negotiations. In either case, due diligence provides significant protection for both buyers and sellers involved in the transaction.

The diligence review process can be extremely laborious, requiring extensive document inspection and interviews with managers and employees to obtain a comprehensive understanding of a company’s financial position and objectives. The mergers and acquisitions law firm responsible for overseeing the diligence review process should demonstrate exceptional expertise and acumen to efficiently navigate through the paperwork and identify any potential concerns or issues. Additionally, it is crucial for the law firm to conduct the review with the utmost professionalism. This entails exercising discretion when assessing the provided data and demonstrating prudence when interacting with staff members.

How Corporate Counsels’ M&A Lawyers Can Help With Due Diligence

Corporate Counsel’s M&A lawyers are highly skilled in managing demanding workloads and conducting precise due diligence. Our approach begins by thoroughly understanding our clients’ objectives, enabling us to maintain focus, maximize efficiency, and work within the specified budget. We then develop a customized action plan that outlines the required documentation and interview strategies before initiating the investigation. Throughout the process, we prioritize ongoing communication with our clients and remain adaptable, making necessary adjustments along the way. Our ability to adapt is a vital component of our outstanding success rate and contributes to our esteemed reputation in the region.

Structuring & Restructuring Advice

Merging two companies involves a substantial adjustment for both entities, necessitating effective structuring and restructuring strategies to facilitate a smooth transition and foster growth as a unified entity. Structuring entails planning the M&A procedures in a manner that ensures compliance with regional financial regulations and secures necessary approvals. Restructuring involves redesigning the organization, capital, and tax structure of the firm, enabling it to adapt to new corporate conditions or navigate through a crisis. Both structuring and restructuring play crucial roles in facilitating successful mergers and acquisitions.

How Corporate Counsels’ M&A Lawyers Can Advise

At Corporate Counsels, our merger and acquisition services employ a multidisciplinary approach in which we not only rely on our experience and facility but also collaborate with consultants to ensure our engendered solution is practical, constructive, and cost-effective.

During the process of M&A, our lawyers counsel on the construction of acquisition strategies that are efficient and lawful under the Vietnamese jurisdiction. With a deep  insight into financial regulations in Vietnam, we are especially experienced in handling transactions with cross-border aspects and foreign entities by reviewing the circumstances against the requirements then formulating a personalised, advantageous blueprint of solutions.

We have also participated as legal advisors to large and midsize companies with post-merge integration. As always, we work methodically to deliver solutions in the most productive time span incorporating creativity to optimise the value of our services. With excellence as our goal, Corporate Counsels is committed to devoting our resources to provide comprehensive, structured, and viable results.

Transaction Documents

During the process leading up to the finalization of a merger or acquisition, when the buyer and seller are evaluating and negotiating the terms of the deal, numerous transaction documents need to be drafted and signed by both entities. Among these documents, legal agreements hold significant importance as they establish the framework of the transaction and assign legally binding rights and obligations. Examples of such crucial documents include non-disclosure agreements, share purchase agreements, capital contribution agreements, and more. Due to the critical role these documents play in the viability of the transaction, their preparation and review can be time-consuming. As a result, many investors and business owners opt to engage the services of a competent mergers and acquisitions corporate law firm.

How Corporate Counsels’ M&A Lawyers Can Help With Transaction Documents

Corporate Counsel’s team possesses a strong work ethic and expertise to support you throughout the negotiation process. As your legal advisors, we recognize the paramount importance of ensuring that all parties involved have a comprehensive understanding of the agreement terms, both in terms of their business implications and legal ramifications. To that end, our lawyers will assist you in crafting precise clauses. Additionally, our team will dedicate time to carefully analyze different versions of the agreement and identify any potential risks and liabilities. With a keen eye for detail, our mergers and acquisitions lawyers at Corporate Counsels are diligent, thorough, and efficient in their approach.

Besides facilitating informed decision-making, our dedication to explaining legal procedures and identifying potential shortcomings is instrumental in preventing delays in the process. Negotiations often involve contentious discussions, and conducting a thorough examination of potential vulnerabilities can be resource-intensive and potentially prolong the intended timeline. Therefore, by leveraging our professional expertise, Corporate Counsels strives to save our clients valuable time and financial resources during the negotiation stage.

Licensing & Closing

Once the entities involved in a merger and acquisition venture finish drafting the appropriate agreements, the transaction then needs to be presented to the pertinent authorities. Following their approval, the buyer and seller have to undersign all relevant documents, effectively closing the deal and putting into effect the terms and conditions.

Despite the simple description, the final stages of an M&A are arguably the most frantic. Any discrepancy with the legal requirements will result in a return to the negotiating table, burdening the process with a prolonged timeline. Similarly cumbersome, signing and closing an M&A deal requires considerable attention to detail and careful organization. The buyer has to verify that all conditions precedent are met, due diligence is completed and passed, and all closing documents are in place. In order to save time, the aforementioned preparations have to be executed simultaneously and extremely precisely.

How Corporate Counsels’ M&A Lawyers Can Help With Licensing & Closing

Years of working on M&A transactions have instilled in us systematic disciplines to stay above the chaos. Our familiarity with the process under the Vietnamese jurisdiction has also helped us gain insight into the procedural tenor of the region, enabling us to give realistic and reliable advice on timing and requirements. Capable, conscientious, and methodical, Corporate Counsels is a law firm that offers one of the top M&A services in the country.

Corporate Counsels possess the expertise and resources to proficiently handle all aspects of any M&A engagement. We are known for managing significant, complex and transformational transactions. Leveraging our deep knowledge and meticulous approach, we deliver invaluable support to our clients, consistently achieving successful outcomes.

Along with M&A law services, we also assist businesses with all legal aspects related to banking & finance, foreign investment and cybersecurity.