Restructuring & Insolvency

In restructuring, timing determines almost everything. A business that acts while it still has financial headroom retains a full range of options: renegotiating debt, restructuring ownership, disposing of non-core assets or raising new capital. The longer the delay, the narrower those options become, until only procedures that no party wishes to pursue remain. HM&P helps clients identify early when action is required and preserve as many options as possible on the table.

We advise companies, shareholders, investors and creditors across the full spectrum of restructuring situations: from proactive restructuring in preparation for a transaction, optimisation of operating models or generational succession, to addressing financial distress, insolvency and procedures for business rehabilitation, dissolution and bankruptcy.

Our Approach

Our principle is to preserve value first and address procedure second. In most cases, the best outcome for the client lies in a negotiated solution—restructuring debt with banks and major creditors, transferring assets or business divisions to new investors, or restructuring ownership to facilitate new capital inflows—rather than in lengthy proceedings with an uncertain outcome. We design these solutions based on a candid assessment of legal feasibility, the anticipated response of each creditor group, and the potential personal liability risks faced by corporate managers as the business approaches insolvency.

Where bankruptcy proceedings are necessary or unavoidable, we represent clients—whether insolvent enterprises, creditors seeking to protect their claims, or investors interested in distressed assets—with a practical understanding of how such proceedings operate before Vietnamese courts, from filing petitions and creditors’ meetings to business rehabilitation plans, liquidation and distribution of assets.

In M&A transactions, restructuring is often a step taken before or after the transaction: streamlining the structure prior to a sale, carving out the target business, or consolidating operations to rationalise the group structure following a merger. We implement these steps in close coordination with our M&A team to ensure that the final structure properly serves the objectives of the transaction.

Scope of Services

• Restructuring of organisational, ownership and operating models, including group structures and generational succession;
• Division, separation, consolidation, merger and conversion of enterprise forms;
• Restructuring of capital, assets and debt; negotiation of debt restructuring with banks and creditors;
• Shareholder and control restructuring, and resolution of deadlocks among ownership groups;
• Pre- and post-M&A restructuring to streamline structures, carve out business divisions and integrate operations following a merger;
• Acquisitions of assets and businesses in financial distress (distressed M&A);
• Business rehabilitation plans and negotiations with creditor groups;
• Advice on the obligations and liability risks of corporate managers in the vicinity of insolvency;
• Representation of enterprises, creditors and investors in bankruptcy proceedings before the courts, from filing petitions and creditors’ meetings to asset liquidation;
• Dissolution, termination of operations and resolution of outstanding tax, employment and contractual obligations;
• Prevention and resolution of disputes arising during restructuring or bankruptcy proceedings.