Legal Due Diligence Vietnam

There is often a substantial lack of transparency surrounding target companies in M&A transactions in Vietnam. Due diligence insights can help the investor identify the deal structuring, potentially changing a share deal into an asset deal.

The purpose of the legal due diligence review will be to identify any significant matters in the establishment and operation of the target company which may materially/adversely affect the operation of the target company and the proposed transaction.

We will conduct the scope LDD review based on the information provided via the virtual data room and not at the office of the target company. The scope of this review may include any aspect of any branch, representative office, business location or affiliate that the target company may have, if required. Our legal due diligence work will normally cover the key areas such as

• corporate documents: to confirm from the legal perspective the valid existence of the target company, its capitalization, management structure (i.e., corporate organization, key personnel), ownership structure and compliance with Vietnam company law in relation to its establishment.,
• material legal agreement: to identify agreements or other contractual arrangements that may be contravened, or which may be terminated by a third party as a result of the transaction, or which may otherwise contain unusual or onerous terms which create a liability, risk or litigation; or contracts where the implementation of the transaction will require the consent of the counterparty.
• land and premises: to establish whether the target company has legally acquired or leased the land/premises. We will also review pledge/mortgage agreement(s) in which the land use rights/premises are used as a security and registration documents of such pledge/mortgage to confirm if there are any provisions which may impact the contemplated transaction.
• employment:  to confirm the compliance with Vietnamese labour law and identify any risks of non-compliance.
• litigation: to summarize any pending/potential litigation proceedings involving the target company based on the information provided by the target company.

Furthermore, we will be able to asset you with drafting, reviewing and negotiating the legal transactional documents, regulatory support, closing assistance, etc.

With our substantial experience in conducting comprehensive legal, tax and finance due diligence in various M&A transactions, we can be of your assistance in this regard which we believe this is major information for your evaluation of the target company and making decision. For complex and international transactions, we work efficiently in interdisciplinary and cross-border teams to provide you a full service package.