Competition & Antitrust

In many M&A transactions in Vietnam, economic concentration notification is one of the most time-consuming procedures in the transaction process. Notification thresholds based on turnover, assets and transaction value mean that many transactions seemingly “unrelated to Vietnam”—including transactions conducted entirely offshore between corporate groups with a presence in Vietnam—may still trigger a filing obligation; meanwhile, completing a transaction before obtaining approval may result in significant sanctions and risks to the validity of the transaction itself. HM&P helps clients answer the question of “whether a filing is required” at an early stage and turns this procedure from a timing risk into a controlled step within the transaction roadmap.

We advise multinational corporations, domestic enterprises and transaction parties on all three pillars of Vietnamese competition law: economic concentration control, anti-competitive agreements and abuse of a dominant market position, ranging from preventive advice, transaction structuring and notification procedures to assisting clients when they become the subject of investigations or complaints.

Our Approach

For M&A and joint venture transactions, we integrate competition analysis from the structuring stage, rather than only after signing. This includes assessing notification thresholds based on the parties’ actual financial data; defining the relevant market and level of concentration to anticipate whether the transaction may be approved under a simplified procedure or require a formal appraisal; designing interim operating covenants between signing and closing to avoid the risk of implementation prior to approval; and coordinating the Vietnamese filing timetable with merger control procedures in other jurisdictions in multinational transactions, where HM&P frequently acts as Vietnam counsel within the transaction’s global counsel network.

Outside transactions, much of a company’s competition law risk arises from day-to-day commercial activities that often receive insufficient attention: resale pricing policies within distribution systems, territorial exclusivity provisions, information exchanges within industry associations, or discount programmes implemented by companies with significant market shares. We review these commercial arrangements from a competition law perspective, identify the boundary between lawful structures and prohibited conduct, and develop practical compliance programmes that business teams—the people who generate such risks in their daily activities—can understand and follow.

When a company becomes the subject of an investigation or complaint, we represent the client throughout the entire process, from the initial response and development of legal arguments and explanatory submissions to engagement with the competition authority.

Scope of Services

• Assessment of economic concentration notification thresholds and filing obligations, including transactions conducted outside Vietnam that affect the Vietnamese market;
• Preparation and submission of economic concentration notification dossiers and engagement with the competition authority during the appraisal process;
• Relevant market analysis, competition impact assessments and filing strategies for complex transactions;
• Coordination of multi-jurisdictional economic concentration notifications in the capacity of Vietnam counsel;
• Structuring of M&A transactions, joint ventures and interim operating covenants between signing and closing;
• Anti-competitive agreements, including horizontal agreements, vertical agreements and cooperation arrangements between enterprises;
• Review of pricing policies, distribution models, exclusivity provisions and commercial programmes from a competition law perspective;
• Abuse of dominant and monopoly positions, and risk assessments for enterprises with significant market shares;
• Competition compliance programmes, including development, training and periodic reviews;
• Representation in investigations, complaints and proceedings concerning competition cases.