In case the investors would like to acquire an existing company in Vietnam, they wish to procure conduct of an exercise of legal due diligence of the prospective seller company in relation to its key areas of business, S&B Law can provide our legal service as follows:

1. OUR PRELIMINARY COMMENTS

The scope of due diligence services shall be three-fold, viz.

a. Preparing a list of information/documents that may be required for conducting the due diligence

b. Conducting the Due Diligence based on the information and documents made available by the prospective seller – in hard copies and/or soft copies.

c. Issuing a report on the Due Diligence conducted and indicating the key areas of non-compliance

The Due Diligence shall cover the following areas

i. Corporate  Legal Affairs

The following documents shall be checked upon

a.      Charter of the Company

b.      Minutes of the meetings of the Board and Shareholders of the Company for the last 03 years

c.      Annual audited financial statements

d.      Statutory registers maintained

e.      Filings and Annual Returns

f.       Tax Compliance Statements

ii. Licenses and Approvals required for the purposes of carrying the business shall be checked and further ensure that the Company has been in material compliance with such license conditions

iii. Material Contracts

A reasonable number and important agreements and contracts shall be reviewed, viz.

a.       Any contract in the nature of joint-venture, collaboration, agreements relating to licensing intellectual property rights to which the seller company may be a party or by which it may be bound.

b.      Material contracts with its customers or clients

c.      Material contracts in relation to any lease/license of premises

d.      Material contracts relating to borrowings or other forms of funding

e.      Any other important material contract

iv. Employment

The following documents shall be reviewed:

a.      Sample labor contracts, internal labor rule wherein the scope of benefits made available to the employees are provided

b.      Review of status of compliance under the labor laws

c.      Status and issues relating to trade union

v. Legal Disputes

The status report and legal opinion on the pending legal disputes to which the prospective seller is a party shall be required to ascertain any material adverse exposure on account of these cases.

After Due Diligence

Once the due diligence is completed and the report is satisfactory then the client company can decide upon acquisition of the company.

S&B Law’s qualification

With a strong team of more than 30 lawyers functioning under the leadership and guidance of the six partners, who have to their individual credit a strong background and exposure to a wide variety of corporate and commercial practice and intellectual property rights practice spanning for a decade, S&BLAW has leveraged this experience and the fresh talent it has managed to attract, to become one of the premier business law firms in Vietnam, functioning both in Hanoi and Ho Chi Minh City.

In the year of 2012, S&B Law was highly ranked in the field of Banking and Finance by Legal 500 – one of the honorable global organizations specifying in ranking and assessing the law firms in member nations. S&B Law was also highly recommended by IFRL 1000 as Financial and Banking Law Firm in Vietnam for the year of 2012.

With respect to M&A, S&B lawyer and experts continually invest in a unique set of solutions and research including legal frameworks, roadmaps that directly address M&A issues in order to minimize project risk and time to value. With this service, we assist our client in due diligence study, identify commercial risk associated with the project, preparing and/or reviewing legal documents, designing M&A deals and also negotiation etc. Our practical advise, dedication are recognized by clients as valuable contribution for the success of their M&A deals. We assist clients in both cross-border M&A transactions and direct acquisition in Vietnam.

Our major M&A deals include the followings among others:

  • Acting for Viettel Real Estate to acquire DAEWOON-HANCIC Office Building Project from Korean Investors. This includes conducting due diligence studies, reviewing and structuring the transaction.
  • Acting for Viettel Home Development to acquire a BLUE SAPHIRE BINH PHU Project. This includes conducting due diligences studies, preparing share transfer agreement and working with competent authority.
  • Acting for Multi-National Corporation to acquire the KIM HUYNH BUILDING PROJECT.
  • Acting for Viettel Home Development to acquire GOLDEN PALACE Project;
  • Acting for Yen Tho Machinery Joint Stock Company to acquire a Manufacture Project from Foreign Investors. This includes conducting due diligence studies, structuring transaction, preparing contracts and pursuing licensing procedure.
  • Acting for a local company to acquire a real estate project in Bac Giang – a Northern Province in Vietnam. This includes structuring transaction, preparing contracts and pursuing licensing procedure.
  • Acting for a foreign investor to transfer a manufacturing project in Vietnam to another foreign investor. This includes assisting in negotiation and reviewing structure of transaction and contract.

Our services in this regard will include:

Description of Scope of Work Note

1. Preparation of the List of Documents required for scrutiny:

  • Notifying the Client Company about the required documents;
  • On receipt of confirmation of the documents available, check whether the same would serve the purpose. If any more documents required then call upon for further information and documents;
  • Liaison with the prospective seller in this regard.
 

The list shall be prepared within 03 working days of the receipt of instruction from the Client Company.

 

2. Conducting Due Diligence of the Documents received

We shall conduct the due diligence of the documents as stated earlier:

a.      Corporate Legal Affairs

b.      Licenses and Approvals

c.      Material Contracts

d.      Employment Issue

e.      Litigation

 

We shall have a team of members working on the due diligence.

The timeframe shall depend upon the quantum of the documents to be verified.

3. Preparation of Final Report:

  • Once all the documents and information is verified, the final report shall be prepared compiling all the observations.
  • The draft final report shall be sent by email to the Client.
  • In the event of any clarifications, the same shall be provided in writing and if required explained in a meeting with the authorized representative of the Client Company.
  • Once approved by the Client, the final report shall be printed; duly signed and delivered to the Client Company
Once the verification process is completed, the drafted report shall be sent to the Client within 02 working days.

On receipt of the approval from the Client, the final report shall be delivered with 03 working days.

 

If you would like further information on Legal due diligence for acquisition of company in Vietnam, please either email to our Partners at: info@sblaw.vn or call to our Office:
Ha Noi Office: +84 (4) 62 62 0246
HCM Office: +84 (8) 35 208 101.
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