Corporate and M&A

Corporate and M&A
Buyer protection in M&A transactions: Value lies in the contract or in the law?

Buyer protection in M&A transactions: Value lies in the contract or in the law?

In most mergers and acquisitions (M&A) transactions, the buyer is usually the one taking the greater risk. After paying the purchase price and completing the transfer, the buyer can not only receive the assets or shares of the target enterprise, but also potential debts, undisclosed disputes, open tax obligations, labor issues, etc environment, business licenses, or even risks arising from data and technology. A deal that is attractively priced at the negotiating table can quickly become an underperforming investment if these risks appear after the transaction has been completed.
Determination of the nature of transactions in share transfer disputes associated with investment projects

Determination of the nature of transactions in share transfer disputes associated with investment projects

In the practice of M&A transactions in Vietnam, the choice of transaction structure in the form of share transfer instead of direct transfer of investment projects is quite common. This approach can help the parties simplify the transaction procedure, but at the same time raises many debates about determining the true nature of the transaction and the limits of the freedom of agreement in investment and business relations.
Protection of Lawyers

Protection of Lawyers' occupational health and mental health: Institutional gaps in the Draft Law on Lawyers (amendment) 2026 (Part 2)

Following Part 1, after clarifying the rationale and professional pressures that are being placed on lawyers in Vietnam, Part 2 of the article continues to approach the issue from a policy and institutional perspective. On the basis of referring to international experience, the article analyzes the gaps in the Draft Law on Lawyers (amended) in 2026 and proposes recommendations to build a safe, healthy and sustainable legal practice environment.
Protecting Lawyers

Protecting Lawyers' occupational and mental health: Institutional gaps in the Draft Law on Lawyers (amended) 2026 (Part 1)

In the process of building the Socialist State under the rule of law in Vietnam, the team of lawyers has increasingly played a central role in protecting justice, human rights and legitimate interests of individuals and organizations. However, along with that development is a significant increase in occupational pressure, from competitive pressure, revenue pressure, professional responsibility pressure to digital transformation pressure
Developing high-quality legal talent requires more than relying on a bachelor’s degree

Developing high-quality legal talent requires more than relying on a bachelor’s degree

During the discussion session at the National Assembly on November 25, 2025, Deputy Prime Minister Nguyen Hoa Binh stated the orientation to review and tighten the conditions for opening majors for a number of specific fields such as medicine and law in order to concentrate training resources at qualified institutions. Behind this orientation is a bigger question: how to ensure the quality of human resources in professions where professional errors can directly affect the legitimate rights and interests of people and organizations .
Management of mixed chemicals: Do businesses have to apply for permission for each single substance?

Management of mixed chemicals: Do businesses have to apply for permission for each single substance?

A batch of chemicals seized at the border gate has revealed a significant gap in the understanding and application of chemical law in Vietnam: when importing chemical products made up of many single substances, do enterprises have to apply for separate licenses for each component? The answer not only affects one business, but also the entire chemical supply chain in Vietnam.
Buying and selling real estate with gold: Legal framework and potential risks

Buying and selling real estate with gold: Legal framework and potential risks

Gold prices are constantly fluctuating and setting new highs. The amount of physical gold in the people is estimated to be up to hundreds of tons , the search for mechanisms to mobilize these resources into the economy is always a topic of concern. Recently, the policy of "exchanging gold to buy a house" introduced by Vinhomes has quickly attracted the attention of the market because of its novelty and ability to hit the psychology of customers who are holding gold as a long-term accumulated asset.
Determining the applicable foreign ownership limit: Why do enterprises still face uncertainty?

Determining the applicable foreign ownership limit: Why do enterprises still face uncertainty?

Determining the Foreign Ownership Limit (FOL) has long ceased to be a technical issue for public companies. For many businesses, FOL can determine the ability to attract strategic investors, expand international capital, or even influence future capital raising plans. However, this is also one of the contents that makes businesses confused in the process of complying with the current securities law .
Ads using "first", "only", "number 1": What do businesses do to comply and avoid legal risks?

Ads using "first", "only", "number 1": What do businesses do to comply and avoid legal risks?

Today, competition between businesses takes place not only in product quality but also in the ability to occupy consumer perception. Therefore, phrases such as "No. 1 in Vietnam", "unique in the market", "best solution", "leading brand", "No.1", "leading brand" or "best choice" appear more and more popular in advertising campaigns.
Draft guidance on the High Technology Law: Shaping Vietnam

Draft guidance on the High Technology Law: Shaping Vietnam's future technology development strategy

The Law on High Technology 2025 (effective from July 1, 2026) identifies the development of high technology and strategic technology as a strategic breakthrough for rapid and sustainable socio-economic development and improving national technological autonomy. On that basis, the Draft Decree detailing a number of articles and measures for the implementation of the Law on High Technology ("Draft") continues to concretize many important contents related to high-tech research and development, high-tech enterprises, high-tech research and development centers, etc hi-tech parks, as well as the state management mechanism for high-tech activities. In general, the Draft shows that Vietnam not only wants to attract investment or application of high technology, but also aims to gradually master, exploit and commercialize technology.
Visualizing Vietnam

Visualizing Vietnam's development orientation from the strategic technology portfolio and strategic technology products

When the Prime Minister issued Decision No. 21/2026/QD-TTg on the list of strategic technologies and the list of strategic technology products , many people may see this as a mere technical document to identify priority areas for investment and development support. However, if we look deeper into the structure of the list, the accompanying explanatory reports and the "big problems" proposed by ministries and sectors, it can be seen that this is actually a relatively clear outline of the development model that Vietnam is aiming for in the coming decades.
Legal opinion for businesses: must be really effective and clear

Legal opinion for businesses: must be really effective and clear

In corporate legal consultancy activities, legal opinion/advisory memorandum is often considered as the "final product" showing the professional capacity of lawyers and law firms. It is not only a written response to a legal question, but also a basis for businesses to make decisions on management, investment, transaction or risk handling.