ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Hiển thị các bài đăng có nhãn Mergers and Acquisitions. Hiển thị tất cả bài đăng
Hiển thị các bài đăng có nhãn Mergers and Acquisitions. Hiển thị tất cả bài đăng


Scope of works of Mergers and Acquisition Lawyers

Due to the globalization of markets, intensification of competition in the business world, beginning of mass privatization, intensive development of private and mixed forms of companies, Mergers and acquisitions have become quite common. These days, companies agree to Mergers and acquisitions to make changes in their business operations, both quantitatively and qualitatively within a short period of time. But, the bitter truth is that most of the M & A transaction fail to get the predictable success and all those companies that go under transaction suffer a great loss in the long run.

If you handle a company or a business organization and mulling to strike an M & A transaction, it will be advantageous for you to seek the legal consultation from mergers and acquisition lawyers. They can help you in many ways. Some key points are detailed here below. Just wade through it carefully. You will be able to know how helpful they are in M & A transactions:

1. To Prepare Grounds For Mergers And Acquisitions

In simple words, Merger is a process in which the assets and operations of the two different companies are joined and controlled by the management of a new company which comprises shareholders, employees, investors, CEOs, Managers, etc, of the original companies. On the other hand, an acquisition is a process in which one company obtains control over another by acquiring a controlling stake with the right to vote.

Mergers and acquisitions of companies or business firms are regulated by different laws. Most of the companies are unfamiliar with the rapidly changing laws in this regard and they end of making mistakes unknowingly which may invite problems from the law enforcement agencies and the government in the long run.

Therefore, they must hire M&A law firms to conduct Mergers and acquisitions as per the existing law and avoid legal problems easily and quickly. Law firms have expert lawyers that can help you to prepare the terms and conditions for M & A transactions keeping its legal provisions in mind.

2. Company Valuation For Mergers And Acquisitions

As companies go under M & A transactions for development, improving competitiveness, increasing profitability, it is very important for them to evaluate the revenues and profits of the targeted companies, their production capacities, existing property rights to real estate objects, trademarks, intellectual property, licenses, client base, etc. It helps them to adequately determine the actual value of the company and suggest a legitimate price for M & A transactions. Financial and legal consultants, auditors, and independent appraisers can help you a lot in this regard and determine the actual worth of it by evaluating its sales, income tax returns, the value of properties, etc.

3. Protection From Legal Action Taken By Employees

Whenever Mergers and acquisitions take place, a newly created company fires several employees from the job to cut the operational cost, save the resources and use them for the advancement of the company. Always keep in mind that unlawful termination of employees can trigger several litigations against your company and dilute the future business opportunities up to a great extent. It will be good for you to find legal assistance from Mergers and Acquisition Lawyers. This will help you find the best talent for your company and discard the inferior ones without facing any legal trouble.

4. Mediation With Rival Parties

When companies go for Mergers and acquisitions, the business interests of various parties are affected, such as shareholders, investors, partners, CEOs, etc. It will be very difficult for a company to get involved in legal battles against all these parties and register victory without the appropriate preparation of cases. That is why, lawyers generally arrange the face-to-face meeting of these rival parties, discuss the point of discords and try to reach out a respectable solution through dialogue, mediation, and consultation. It is beneficial for all parties as they are able to solve their business disputes without getting involved in prolonged legal battles and wasting their resources.

5. Determination Of Tax Liabilities

When the size and business of your company grow after signing an M & A transaction, tax liabilities are also increased. But, every businessman wants to pay the minimum tax so that he can make progress in the business and expand it fuhrer. A lawyer can help you to easily determine your actual tax liabilities as per the law and save some of your resources.

Collect: Quora


How Confidentiality Agreements Important In Mergers & Acquisitions Transactions

These days, Mergers and acquisitions are highly popular in the business world. Previously, M&A transactions were mainly an instrument for a company expansion and one of the most desired kinds of investments in developed countries, but M&A transactions are being held continuously all across the world. The purpose of a merger or acquisition transaction can be both a strategic expansion of business (market share, technology, geography, etc,), and a financial purchase for resale or public offering of shares. In some cases, & A transactions can be aimed at eliminating a competitor and blocking its development.

In Mergers and acquisitions, Confidentiality Agreements plays an important role. It helps business organizations to maintain the privacy of their assets, trade secrets, future business expansion plan, etc. Have a look at some main advantages of the Confidentiality agreement in M&A transactions.

1. Involved Parties

Only the purchaser and the vendor parties that agree to the confidentiality agreement. If a company with only a few or no assets is getting the confidential information, the vendor may need a guarantor to the agreement. The guarantor has to ensure the parties that he/she will strictly follow his obligations under the confidentiality agreement. To take care of all these, you should hire Mergers and Acquisition Lawyers. They can supervise the activities of all the participants and make sure they are following the agreement without any fail.

2. Revealing The Secret Information

Generally, the confidentiality agreement notifies the ‘purpose’ of the agreement which includes the assessment by the purchaser and allowed individuals to review M&A transactions as per the deal. M&A Law Firms can play an important role here. They can supervise whether the authorized person is working properly or not. So, you must avail their legal consultation services and ensure the confidentiality of M&A transactions.

3. Things To Be Disclosed

All those parties that are involved in the confidentiality agreement are not allowed to reveal the sensitive information related to the companies. It has some exception too, such as

The allowed persons that are appointed to observe the confidentiality agreement. Professional advisors, employees, and party directors can be appointed as permitted persons. Those parties are required to know the confidential information to complete the M&A transactions. In some situations, where there are potential providers of finance, co-investors, and syndicates, parties may assume them as “allowed persons” and can communicate with them.

While exchanging highly sensitive information, the disclosing persons may need parties to make separate confidentiality agreements and exchange them with each other to maintain the privacy of their information at all costs.

4. Announcement For Public

Generally, parties involved in M&A transactions are supposed not to make the public announcement about their deals because it can create an environment of negativity for customers, suppliers, and employees. So, you should do the same. If there is any need to make the public announcement for the enlightenment of the stakeholders, you can do that in consultation with other involved parties.

5. Breach Of Agreement

If any party breaches the agreement, other involved individuals can solve the matter through dialogue or take the legal route to protect the deal. M&A Law Firms can help you a lot in this regard. Just explain each and everything very well and get the things done.

6. Exemption

The confidentiality agreement in M&A transaction is not applied on the following:

Information which is already available in the public domain,

Information which is already occupied by some legally before the deal,

Information which is disclosed to 3 parties that are not supposed to keep the privacy of the deal and

Information which the other party made public with the prior approval of the disclosing party.

7. Termination Of The Deal

All involved parties generally agree to maintain the privacy of their information for 1-2 years once the deal is reached. In some cases, if you need, you can come out of the deal if it is no longer beneficial for you and your business. For this, you need to inform other parties as agreed in the deal.

Final Words:

In M&A transactions, there is a huge importance of keeping the important information private and confidential to make progress sooner or later. The above-mentioned points show the importance of Confidentiality Agreements in M&A transactions.

Source: Quora


Value of M&A deals forecast to reach US$5 billion this year

HANOI - Mergers and acquisitions (M&A) transactions in Vietnam are forecast to reach about US$5 billion this year, down from US$5.8 billion in 2016 and US$5.2 billion in 2015, said Le Trong Minh, editor-in-chief of Dau Tu newspaper.
At a press conference held in Hanoi on July 20 to announce the upcoming Vietnam M&A Forum 2017, Minh said M&A transactions are facing numerous difficulties. Enterprises and the Government should find ways to increase both the quality and the number of deals.
According to an assessment of forum organizers, in 2016 and the first haft of 2017, the equitization of State-owned enterprises was not as good as expected.

In 2016, only 52 State enterprises went public, representing only 25% of the 2015 figure, and the number was 20 in the first six months of this year, or 76% of the same period last year.
According to a report by the Government, 96.3% of State enterprises have been equitized but only 8% of the State holdings have been offered to the public.
In 2016, retail was among the key sectors of M&A deals, accounting for 38.46% of total value. A notable deal took place in early May 2016, when Central Group from Thailand acquired the Big C supermarket chain from Casino Group at US$1.05 billion.
Earlier, another Thai group, TCC Holdings, spent US$800 million taking over Cash & Carry businesses in Vietnam from German retail group METRO.
In 2014-2018, M&A transactions in Vietnam may hit US$20 billion, Minh added.
M&A has helped diversify capital mobilization channels in Vietnam and boost economic restructuring and equitization of State-owned enterprises. In addition, corporate governance and the competitiveness of many local enterprises have improved thanks to M&A deals.
Vietnam M&A Forum 2017 will be held by Dau Tu newspaper on August 10 at GEM Center in HCMC. The forum will feature a specialized conference on M&A activities, a ceremony to honor the best M&A deals of 2016-2017 and a training workshop on M&A strategy.

Source The Saigon Times


What a Law Firm Could Assist in an M&A Deal?

M&A, abbreviated by Mergers and Acquisitions is expanding in both quantity and volume in Vietnam in many sectors. Successful M&A deals depend on various factors and legal due diligence, and drafting agreements are important processes in Vietnam.
For investors whom are interested in M&A deal in Vietnam as buyer or seller,it is important to hire a law firm that will assist in the process. The law firm in Vietnam could provide assessment of the target company through a legal due diligence, a legal background directly related to M&A deal, all of which are necessary to the completion of a successful deal. The attorney could then draft the letter of intent, and legal contracts, including the final purchase agreement, which will include a lot of stipulations that will need to be done correctly in order for the business transaction to be beneficial to both parties and in compliance with Vietnam regulations.
A law firm with expertise of Vietnam regulations, with the lawyers having experience and legal knowledge will be able to provide the clients with the right check-list of the documents to review.  In addition, the presence of lawyers contributes to strengthening the trust of the parties. In recent years, foreign businesses have often made acquisitions of all or part of a Vietnamese enterprise, and they often require the seller to engage law firms specializing in M&A. And now, not only the foreign businesses but also the Vietnamese parties are in need of conducting M&A deals with the participation of lawyers to ensure the success.

Lawyers shall conduct legal due diligence of enterprises, check reports and explanations with prudence, honesty and efficiency. They help the buyer and/or seller to understand their legal status, legal rights and obligations, legal regulations for assets, labor contracts, land records, construction and investment registration, certificates, and licenses and other matters. This is the basis for determining the status of enterprise and possible legal risks may cause. Lawyers will conduct and produce the most comprehensive, accurate, legal and objective information and legal documents by their professional, knowledgeable and ethical.
Lawyers shall advise the structure of an M&A to ensure the commercial intent that the parties are aiming and shorten the execution time and costs. In addition, it ensures the legality of procedures, safety and minimizes the legal and financial risks for the parties.
There is no common contract template for all M&A deals. Lawyers shall actualize the trade agreements, the will of the parties to the legally binding terms of the contract as well as clearly defines the rights and obligations of the parties to ensure the enforceability, minimize unlawful agreements or unclear terms that may cause the subsequent disputes.


How To Conduct Legal Due Diligence for M&A in Vietnam?

Legal Due Diligence help management make better investment decision in Vietnam
Mergers and Acquisitions (M&A) has become popular in Vietnam as the country develops and more investors are eager to invest and gain control of the business enough to engage in, decide important business matters through partial or full ownership of an enterprise.  A successful M&A mean the parties achieve their financial and commercial goals (increasing capital, raising management capacity, branding, etc) and ensuring safety and restraint the risk at the lowest level, though legal due diligence undertaken by law firm in Vietnam.
The Importance of Legal Due Diligence of Enterprise in M&A activities

Legal due diligence of enterprises focuses on full and detailed assessment of legal issues relating to the legal entity, capital contribution status, shareholder status, legal rights and obligations. From the investigation information, the parties can anticipate legal risks, assess opportunities to come up with alternatives. In addition, legal assessments help parties evaluate the reliability of their counterparts as well as understand their advantages and constraints for the negotiation process.
What Legal Due Diligence in M&A Activities Entail?
  • Evaluate the factors related to the legal status and capacity of the target enterprise: Review the legitimacy of the establishment, operation, possession of enterprise; ensure that the enterprise is not subject to procedures for dissolution or bankruptcy and compliance with the law of the enterprise in the course of operation. The information to be checked includes: dossiers, certificate of enterprise establishment, operation licenses, practice certificates, professional liability insurance, company charter, agreement between the company owner on rights of shareholders, capital contributors, minutes of meetings, member/shareholder register, certificate of capital contribution.
  • Evaluate the factors related to the business and financial activities of the target enterprise: Review the system of customers and partners of the enterprise; the documents on economic contracts (with customers, suppliers, etc); dossier of investment, construction, land, project; information on guarantee, mortgage (if any), debt and credit agreement, M&A, financial leasing contract, exclusive contract, franchise, etc, in terms of value, legality, validity, progress to evaluate legal risks in the future. Review the financial statements on the accuracy of the financial status of the business.
  • Verify the factors related to labor: Review labor contracts, labor agreements, internal labor regulations to determine the enterprise’s financial obligations to employees, compliance Labor law and reception of labor after the purchase or sale.
  • Verify the factors related to intellectual property: Review intellectual property rights of enterprises including: trademarks, trade names, industrial designs, layout designs, business secrets, etc; the property has granted the patent/license. Review matters of infringement of intellectual property rights of other organizations, individuals or legal persons in order to anticipate the risks of being sued or claiming damages.
In addition, in an M&A deal, the acquirer should ensure that participation in capital contribution or acquisition of the target enterprise is permitted, the form of M&A implementation is in accordance with the law and the M&A deal was approved by the competent authority of each party. After that, the factors related to M&A transaction procedures and constraints and restrictions of law (if any) must be evaluated.


Vietnam's M&As to hit a record high of $6bln in 2016

Foreign retailers are flooding into the country as consumer spending is set to grow 47 percent in the next four years.

The number of announced mergers and acquisitions (M&A) over the past five years is valued at $18 billion, according to the Ministry of Investment and Planning.
M&A deals in 2015 increased 40 percent from 2014 with total value of $4.3 billion, according to data released by Institute of Mergers, Acquisitions and Alliances.
Vietnamese mergers and acquisitions, after having reached the value of $3.2 billion in the first seven months of this year, are expected to hit $6 billion for the whole year, beating last year’s record as foreign investors have shown increasing interest in the country’s booming retail sector spurred by strong economic growth.

Emerging retail market
Vietnam’s retail market has grown at roughly 10 percent per year in recent years. The market is forecast to reach $109 billion in sales next year, according to the Economist Intelligence Unit. The country has also climbed up to 11th place on the A.T. Kearny 2016 Global Retail Development Index, which indentifies the world’s top 30 retail markets with the most potential investment opportunities.
Retailers have seen Vietnam’s relatively young population and expanding middle class as the main drivers of robust retail market growth. Almost 60 percent of Vietnam’s population of 93 million people are under 35 with rising incomes, averaging $2,111 last year, according to World Bank data.
EuroMonitor International predicts that Vietnam’s consumer spending is about to grow 47 percent in the next four years to $184.9 billion.
The World Bank forecast Vietnam’s $200 billion economy is likely to grow to a trillion dollars by 2035 with more than half of its population, compared with only 11 percent today, expected to join the ranks of the global middle class with consumption of $15 a day or more.
As incomes rise, people are also shifting shopping habits. Spending at modern supermarkets, convenience stores, and shopping malls is expected to rise to 40 percent of total consumer spending by 2020, up from the current 25 percent, the government data show.
Vietnam has thus seen a surge in M&A deals in the retail sector.
Korean retail conglomerate Lotte Group targets to open 60 supermarkets in Vietnam by 2020.
Thailand’s Central Group has acquired a 49 percent stake in consumer electronics retailer Nguyen Kim and sealed a $1.14 billion buyout of hypermarket Big C Vietnam. Another Thai giant, TCC, last year took over Metro Cash & Carry wholesale operation in Vietnam for $720 million.
Japanese retailers have also set eyes on Vietnam. Supermarket chain operator Aeon bought a 30 percent stake in Fivimart and a 49 percent stake in Citimart. Both are top players in the market with supermarkets and convenience stores in Hanoi and Ho Chi Minh City.
Meanwhile, convenience store giant 7-Eleven has laid out its expansion in Vietnam with its first store to be open early 2018.
Even luxury brands like the Japanese Takashimaya are already entering the Southeast Asian country. The group has invested about 5 billion yen ($47 million) in Vietnam since 2012. That includes the new 15,000 square-meter department store in the Saigon Center in Ho Chi Minh City which is set to open this month.
Vietnamese local businesses have also begun to pick up speed.
Property giant Vingroup has decided to make retail business its core, said Chairman Pham Nhat Vuong, contributing to around 50 percent of the group's total sales in the years to come, compared to the current 20 percent.
Vingroup aims to open as many as 500 supermarkets and 8,000 convenience stores under its VinMart and VinMart+ brands in the next five years.
In an attempt to get ready for the expansion, the real estate group has bought an 80 percent stake in Giang Vo Exhibition Center in Hanoi and acquired a 100 percent ownership of Vinatexmart which has as many as 39 supermarkets and retail stores in 19 provinces and cities throughout Vietnam.
Official statistics show Vietnam now has about 9,000 traditional outdoor markets, 800 supermarkets, 160 department stores and shopping malls and more than a million household stores.
M&A upward trend sees no signs of stopping
Foreign investors are also attracted by Vietnam’s high economic growth rate which has remained at an average of more than 5 percent since 1999. The Southeast Asian country’s economy aims to expand 6.7 percent in 2016 after growing at 6.68 percent in 2015, the fastest pace since 2007.
The Vietnamese government has shown strong commitment to making Vietnam a more attractive investment destination. A revised rule, which came into effective last month, has drastically shortened the process of acquiring an investment license to 15 days instead of 45 days.
The government on July 20 officially scrapped a long standing foreign-ownership cap on many publicly listed companies, allowing foreign investors to own a 100 percent stake in several listed companies in various industries, including consumer, property, transport, construction, manufacturing, financial services and agriculture, up from 49 percent.
The SCIC, the state's investment arm, has confirmed that it will divest from Vinamilk, the country’s largest dairy firm, valued at $7.6 billion, by selling its 45 percent stake worth $3.5 billion.
Another reason for booming mergers and acquisitions in Vietnam is foreign investors want to take advantage of Vietnam’s low-cost manufacturing. As Vietnam has concluded a variety of free trade agreements, especially the Trans-Pacific Partnership, the country is highly likely to become a global outsourcing hub.


Legal Service for Mergers and Acquisitions ( M&A ) in Vietnam

Our commercial practice at ANT Lawyers helps clients with the following:
Incorporation service: advising on business structure, drafting documents, negotiation with local companies and authorities and obtaining licenses and approvals.

Post-licensing procedures: advising on the obtaining of various registration, approvals and permits for foreign invested companies in Vietnam.
Management: advising on the operation of the board of management of a joint venture company or a wholly foreign owned capital, the appointment of key management personnel.
Due diligence: reviewing documents and issuing due diligence reports on the legal status and operation of both domestic companies and foreign invested companies in Vietnam.
Commercial contracts: drafting, negotiating and amending many types of commercial contracts including lease agreements, sales and distribution agreements, agency agreements and service contracts.
Let ANT Lawyers help your business in Vietnam.                   
Please contact us for inquiries through email or call our partner directly at  + 84 912 817 823.


Mergers and Acquisitions

M&A activities in Vietnam are quite complicated due to their characteristics in terms of the nature of each enterprise's business entity and distinctive legal system of Vietnam, which often confuses many foreign investors. With the purpose of providing our clients with the best service and active support for their development strategies, not only is Ant Lawyer's team of lawyers and specialists required to be in possession of in-depth knowledge about such characteristics, but they also have to keep their insights into taxation, labor, intellectual properties, unfair competition, and any matter relating to M&A activities, always updated.

Our legal services in the area of Mergers & Acquisitions include:

Verification of the enterprise’s legal status with respect to taxation, debts, and labor, as well as its general business situation
Assessment of the enterprise’s financial situation
Advise on the negotiation, development and implementation of contracts
Participation in mergers & acquisitions negotiations
Consult on labor & employment arrangements
Consult on the financial methods facilitating mergers & acquisitions
Advice on the time limits, procedures, and conditions for the transfer and exchange of assets, transfer and exchange of capital contribution portions, shares and bonds of the enterprise merged into contributed capital, and shares and bonds of the enterprise accepting the merger
File all necessary paperwork following a merger or acquisition