VDD LAWYERS’ legal counselling services on Mergers & Acquisitions help clients with the following:

Step 1: Drafting the Sale & Purchase Agreement (“SPA”)

  • Receiving the information and documents provided by the Target Business and/or the Client;
  • Searching relevant laws and regulations of Vietnam regarding the M&A Transaction;
  • Drafting the SPA in accordance with the instructions of the Client and the applicable laws of Vietnam;
  • Exchanging emails or telephone conversation with the Client to clarify the contents of the SPA, if requested; and
  • Finalizing the SPA so that the Client can use it as legal tools to perform the M&A Transaction.


Step 2: Registering the M&A Transaction

After the SPA is signed, it must be submitted to the competent local licensing body of Vietnam for change of the investor(s) in the investment license/business registration certificate. The scope of work for this task is as follows:

  • Drafting the application file;
  • Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
  • Finalizing the draft application files and sending them through email to the Client for comments and inputs (if any);
  • Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
  • Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
  • Receiving the signed application files from the Client, binding and submitting them to the local licensing bodies of Vietnam;
  • Following up from time to time with the local licensing bodies of Vietnam regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the local licensing bodies of Vietnam;
  • Reporting the application status to the Client from time to time if there is any significant development;
  • Attending maximum one (01) meeting with the Client to keep the Client informed of the application file status of any matter relating to the matters;
  • Receiving written approval from local licensing bodies of Vietnam; and
  • Translating the approval into English (if requested by the Client) and sending it to the Client.