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Mergers & Acquisitions





    As industries and businesses grow more intertwined, corporate M&A ventures are becoming standard practice. At the same time, the increasingly fast-paced global economy is having a multiplying effect on market volatility, making M&A in Vietnam more time-sensitive than ever. For that reason, businesses should seek a legal advisor to not only ensure regulatory compliance but also lend a critical eye and industrious work ethic to the process.

    Corporate Counsel has a strong track record of clients from a wide range of industry, who have seen favourable results post-completion. From automobile, energy, technology, to food and beverage, real estate, commercial retail, our M&A lawyers are fluent with legal requirements for domestic and cross-border transactional activities. Moreover, we are highly integrated into the local network, thus able to benefit from our rapport with regulators, business and accounting experts, and financial institutions. We often make sure our clients have access to the same advantage.

    Aside from experience and resources, the team at Corporate Counsel also excel with our motivation and competence. Trained to handle complex and transformational transactions, our mergers and acquisitions lawyers always proceed in accordance with your unique objectives and remain flexible throughout the process. Whether shares acquisitions or business acquisitions, buyouts or IPOs, Corporate Counsel – Top Vietnam M&A law firm, strives to deliver 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 an unequivocally integral procedure prior to any business transaction, especially mergers and acquisitions in Vietnam. To investors, a thorough investigation into the business they are looking to acquire helps bring to the surface potential liabilities and losses, which will inform the agreement drafting process. At the same time, business owners might find it beneficial to evaluate their own company to understand its value, which will be of service on the negotiating table. Either way, due diligence offers immense protection to both the buyer and seller.

    The diligence review proceeding can be extremely tedious: in order to obtain a comprehensive picture of a company’s financial standing and objectives, one must undergo long hours of document inspection and interviews with managers and employees. The mergers and acquisitions law firm in charge should thus be remarkably sharp to efficiently work through the paperwork and put together patterns of misgivings. They also ought to conduct the review with professionalism: discretion when assessing the given data and prudence when surveying staff members.

    Corporate Counsel M&A lawyers are especially well-equipped to handle large volumes of work and execute the diligence assessment with precision. As part of our standard practice, we first take time to understand our client’s particular goals, in order to operate with a centralised focus, boost efficiency, and stay within the client’s budget. We then design a unique course of action, including records to collect and interview schemes, before initiating the investigation. Throughout the process, Corporate Counsel maintains steady communication with our client and continually prepares to make modifications to the original strategy. Our flexibility is key to our high success rate and contributes to our reliable reputation in the region.

    Structuring & Restructuring Advice

    Merging one company with another is a significant adjustment to both entities, which requires effective structuring and restructuring strategies to effectively transition and grow as one. Whilst structuring refers to planning the M&A procedures to secure the approval of regional financial regulators, restructuring serves to redesign the firm’s organisation, capital, tax structure, in order to help the firm adapt to new corporate conditions or navigate through a crisis.

    At Corporate Counsel, 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. Our clients hence benefit from economic competence and legal expertise.

    During the process of M&A, our lawyers have counselled on the construction of acquisition strategies that are efficient and lawful under the Vietnamese jurisdiction. Pivoting on our 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, most 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, but incorporate creativity to optimise the value of our services. With excellence as our goal, Corporate Counsel is committed to devoting our resources to provide comprehensive, structured, and viable results.

    Transaction Documents

    Before a merger or acquisition is finalised, whilst the buyer and seller are reviewing and conferring the terms of the deal, both entities will have to draft and sign many transaction documents. Amongst them, legal documents are most crucial in shaping the tenor of the undertaking, as their terms assign rights and obligations with legal validity. Examples of these documents include non-disclosure agreements, share purchase agreements, capital contribution agreements, and more. Since they carry the viability of the transaction, the aforementioned documents are time-consuming to prepare and review, prompting most investors and business owners to seek a competent mergers and acquisitions law firm.

    Corporate Counsel has the collective work ethic and adeptness to accompany you throughout the negotiation process. As your legal counsels, we understand that it is of the utmost importance that all the involved parties fully comprehend the agreement terms in both their business and legal implications. For that reason, not only will our astute lawyers with financial knowledge help you draw up tight clauses, our team will also devote time to interpret the different drafts of the agreement and bring to light any potential risks and liabilities. Trained to develop a critical eye, Corporate Counsel mergers and acquisitions lawyers are responsible, exhaustive, and effective.

    In addition to making informed decisions, our effort to explain legal procedures and illuminate inadequacies also serves to prevent delays in the process. Negotiations tend to be contentious; scrutinising for exposures to failures will further drain resources and possibly stretch out the intended timeline. Therefore, by lending our professional acuity, Corporate Counsel hopes to save our clients time and money at 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 requires considerable attention to detail and careful orgnisation. 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.

    To alleviate some of the stress usually affiliated with closing, our services are designed based on our cumulative experience as corporate counsels. 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, rendering us the ability to give realistic and reliable advice on timing and requirements. Capable, conscientious, and methodical, Corporate Counsel has one of the top M&A services in the country.