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Mergers & Acquisitions

Introduction

ADK VIETNAM LAWYERS / MERGERS & ACQUISITIONS

Connecting transaction strategy with legal execution

ADK Vietnam Lawyers advises buyers, sellers and investors on mergers, acquisitions and divestments in Vietnam, supporting clients from the assessment of an opportunity through negotiation, completion and post-completion implementation.

Each transaction brings together commercial objectives, the legal position of the target and the requirements governing the proposed investment. Understanding how these elements interact is essential to identifying material risks, developing a workable structure and establishing clear commitments between the parties.

We work with clients and their financial, tax and other advisers to translate transaction objectives into a coordinated legal work plan. Our advice focuses on issues that may affect value, control, risk allocation and the path to completion, while keeping the intended operation of the business after the transaction in view.

Assess the opportunity

Structure & negotiate

Complete & implement

Scope of our advice

Our support is tailored to the transaction structure, the client’s role and the stage at which we are engaged. Key areas include:

Transaction Structuring

Advice on share acquisitions, capital contributions, asset acquisitions and business combinations, including ownership arrangements, investment conditions and the legal steps relevant to the proposed structure.

Legal Due Diligence

Review of corporate records, ownership, material contracts, licences and other agreed areas. Identification of findings that may affect transaction terms, preparatory actions or post-completion priorities.

Transaction Documents

Preparation and review of confidentiality agreements, term sheets, sale and purchase agreements, investment agreements, shareholders’ agreements and related transaction documents.

Negotiation & Risk Allocation

Support on completion conditions, representations and warranties, indemnities, payment arrangements and governance rights, with attention to the commercial priorities and concerns of the client.

Approvals & Completion

Assessment of relevant corporate and regulatory approvals, support with applicable procedures and coordination of completion documents, deliverables and outstanding legal actions.

Post-Completion Support

Advice on changes to corporate records, governance arrangements and continuing contractual commitments, together with legal issues arising as the agreed transaction is implemented.

Advice focused on what matters to the deal

ADK considers due diligence, negotiation and completion as connected parts of the same transaction. We help clients distinguish issues requiring action before signing or completion from those that may be addressed through contractual protection or subsequent implementation, supporting informed decisions as the deal progresses.