Corporate and M&A

Corporate and M&A Practice

Our Corporate and M&A team advises multinational corporations, international investment funds, and leading Vietnamese conglomerates, and has executed numerous complex transactions valued up to hundreds of millions of USD. This is one of the firm’s core practice areas.

Clients particularly value the combination of international-standard legal expertise gained from top-tier law firms and the practical perspective of team members who have held senior in-house counsel positions at multinational corporations and leading local conglomerates. This enables us to deliver solutions that are both legally compliant and commercially viable, aligned with our clients’ long-term business and strategic objectives.

Our Corporate and M&A team accompanies clients throughout every stage of the corporate lifecycle: from establishment and governance, to capital raising and restructuring, and through to complex cross-border and multi-layered M&A transactions.

We provide comprehensive services relating to corporate and M&A matters, including:

Providing comprehensive support in M&A transactions, from planning through to closing, including:
- Advising on Transaction Structure, whereby we assist clients in designing optimal transaction structures to maximize legal, tax, and financial benefits (from a legal perspective).
- Conducting red-flag legal due diligence or comprehensive legal due diligence to help clients identify legal risks and opportunities in M&A transactions.
- Supporting negotiation, drafting, and review of M&A transaction documents to ensure that the client’s requirements and objectives in the M&A transaction are fully protected.
- Assisting clients in the closing process, including obtaining necessary licenses and approvals from competent state authorities.
- Supporting clients in achieving seamless post-transaction integration, workforce management, and operational arrangements following M&A.
Advising on corporate governance, whereby we assist clients in optimizing governance structures to ensure compliance, efficiency, and effective risk management.
Advising clients on compliance with competition laws, investment regulations applicable to foreign investors, and sector-specific rules in Vietnam and the region.
Advising clients on regulatory compliance matters in connection with their ongoing business operations in Vietnam.

Highlight Deals(*)

Participating in the review, negotiation, and execution of a suite of project sale and purchase agreements for a buyer being a domestic bank on behalf of a foreign investor, with a transaction value of approximately USD 60 million;
Advising on the comprehensive legal restructuring of legal affairs, investment portfolio and assets valued at up to approximately USD 50 million for the owner of one of Vietnam’s leading private rubber processing enterprises;
Advising an international investment fund on the acquisition of 100% of the shares in a Vietnamese non-life insurance company;
Advising a Korean maritime conglomerate in an M&A transaction with an affiliate involving the sale of shares in Tan Cang – Cai Mep International Port, with a total transaction value exceeding USD 20 million;
Advising a foreign-invested developer on the acquisition of a majority stake in a project company developing a 4-star hotel and apartment complex located at West Lake, Hanoi, with a transaction value of up to USD 10 million;
Advising a foreign-invested developer on the acquisition of a majority stake in a project company developing a 5-star resort and hotel located in Phu Yen Province, with a transaction value of up to USD 16 million;
Advising an energy company on the restructuring of more than 10 energy projects in the solar, wind, and hydropower sectors to facilitate the issuance of international bonds;
Advising a major Korean conglomerate on the acquisition of 50% of a 250MW solar energy project in the Central Highlands of Vietnam;
Advising and preparing transaction documents for a Korean construction company in the sale of shares in a large-scale mixed-use project in Da Nang, with a transaction value of several million USD;
Advising a leading Vietnamese seafood company on the sale of shares to an investor, with a transaction value of up to USD 5 million;
Advising a U.S. manufacturer on the acquisition of a factory in an industrial park in Binh Duong Province, with a transaction value of up to USD 4 million;
Advising on a transaction involving the acquisition of 100% equity interest held by a foreign investor in a finance company established in Vietnam, including conducting legal due diligence, reviewing share transfer agreements, and advising on compliance and licensing matters;
Advising a world-leading agricultural conglomerate on the acquisition of 100% of the shares in its Vietnamese subsidiary;

Advising a leading domestic plastics company on the sale of shares to an investor, with a transaction value of up to USD 7 million;
Participating in the legal evaluation, drafting, negotiation, and execution of a suite of sale and purchase agreements for a Belgian client in a transaction acquiring 49% of the capital contribution in a Vietnamese logistics enterprise, and assisting the client with investment and enterprise registration procedures related to the transaction, with a transaction value of approximately USD 1 million;
Advising multiple international trading companies operating in various sectors such as technical equipment, apparel, and chemicals in relation to their investment projects in Vietnam;
Advising a Malaysian fund on the legal framework and retail business models in Vietnam;
Advising a leading Japanese bank on the responsibilities of corporate managers at a domestic bank;
Advising the 6-star Amanoi resort at Nui Chua, Ninh Thuan Province, in relation to new business activities on the project land;
Advising multiple international trading companies operating in various sectors such as technical equipment, apparel, and chemicals in relation to their investment projects in Vietnam;
Advising on goods sale and purchase contracts for a domestic trader in large-volume export transactions of construction materials to its foreign customers;
Reviewing Collective Labor Agreements, Internal Labor Regulations, and Integrity Programs for one of the world's largest tire manufacturers to ensure compliance with Vietnamese law;
Advising a manufacturing company on the termination of employment of more than 100 workers, preparing labor utilization plans for submission to competent state authorities, and arranging meetings between employees and the employer to negotiate termination matters;
Advising various clients on employment matters, including the lawful termination of employment contracts with key personnel;
Handling all matters related to investment licensing, company establishment, legal feasibility advice on projects, corporate and cooperation structures, company secretarial services, and employment issues for companies and projects under the NRH Group; and
Advising on the education package tender for a leading STEAM education enterprise in Vietnam, with a value of nearly USD 1 million.

(*) Some of these cases that the lawyers at Ngo & Partners have advised on or represented at the law firms and corporations where they previously worked.