Insights
In most mergers and acquisitions (M&A), the most difficult negotiation usually lies not in the question of whether to buy or not, but in the question of how much to buy. For the seller, the value of the business lies not only in the existing assets or business results of today, but also in the growth potential for many years to come. In contrast, buyers are always cautious about untested expectations and are often only willing to pay for measurable values at the time of the transaction. It is the gap between these two perspectives that causes many M&A deals to last for months, even collapse just before signing, even though all parties are willing to cooperate.
Mergers and acquisitions (M&A) activities of projects are becoming an indispensable part of the investment market in Vietnam. In the real estate sector, many projects are transferred from one investor to another before being completed or put into operation. However, it is worth noting that the same business objective, transferring control of a project, can be done through various legal structures.
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.
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.
A recent official letter of the tax authority related to businesses seems to only solve a technical problem about interest costs for BOT enterprises. However, if we look more broadly, this case reflects an important policy question that is being asked not only in Vietnam but also in many countries around the world: how to effectively combat transfer pricing without inadvertently creating an additional compliance burden on businesses that do not have transfer pricing purposes?
If in the past, the tax authorities of each country mainly only saw the activities of enterprises taking place within their territory, today, through international information exchange mechanisms, tax authorities are increasingly able to access the overall picture of revenue profits and tax obligations of multinational corporations on a global scale.
In order to help customers and business households quickly update, correctly understand and accurately apply the latest legal regulations, HM&P is pleased to launch the publication "TAX OBLIGATIONS APPLICABLE TO BUSINESS HOUSEHOLDS AND INDIVIDUAL BUSINESS OPERATORS". Through an intuitive, concise Q&A format that follows practical situations, the publication will solve from the most basic problems to the most complex problems encountered in the process of enforcing tax obligations.
Many businesses used to think that "collecting and paying" was just a simple accounting operation. The money collected by the business and then transferred back to a third party is of course not revenue. However, the practice of tax management shows that the story is not so simple.
A tax guidance document that has just been issued can make an impact that is much greater than the technical scope of tax policy. Official Letter No. 3896/CT-CS dated 11-6-2026 of the Department of Taxation has officially affirmed that foreign-invested enterprises (FDI), if they meet the conditions of small and medium-sized enterprises, are still exempt from corporate income tax (CIT) for three years from the date of issuance of the first Enterprise Registration Certificate as domestic enterprises .
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.
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
After more than 5 years of implementing Decree 132/2020/ND-CP on tax administration for enterprises with related-party transactions (Decree 132), the Ministry of Finance is submitting to the Government a new draft decree to replace the entire current decree[1]. On the surface, this can be seen as a technical move to synchronize with the Law on Tax Administration 2025 and the Law on Corporate Income Tax 2025. However, when delving into the content of the draft, it can be seen that the changes this time reflect a larger trend: Vietnam is gradually shifting from the traditional related-party transaction control model to a data-based tax risk management model, and at the same time taking a deeper approach to standards to prevent base erosion and profit shifting ( BEPS) of the OECD.
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