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1.Introduction
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Alongside with the Vietnam’s economy integrating into the global economy, merger and acquisition have occurred in Vietnam recently. Most of M&A transactions are in the cases of offshore investment funds acquiring the business together with the controlling rights in private equity deals and some other cases by local businesses. M&A leading to “economic concentration” has not yet happened in Vietnam. In term of governing regulations, M&A are regulated by various laws and regulations in many different domains and there is no single legal framework governing M&A. In Vietnam, M&A often falls into one of the following circumstances: Sale and purchase of shares, either from the existing shareholders or from the target company by new issue shares, and result in changing the capital and equity structure in the company; Sale and purchase of the entire enterprise, which only applies to sale and purchase of private enterprise or of a number of state owned enterprises, or a part of them permitted for sale pursuant to the Government’s regulation on transfer, sale or lease of state owned enterprises; Division / separation of company or merger / consolidation of a company: division of company means a company being divided into two or more companies of the same type. The divided company will cease to exist a number of new companies will occur from the divided company. Separation of company means a company transferring part of its assets to form one or more new companies of the same type. Separated company continues to exist alongside with the new company. Consolidation of enterprises means two or more companies consolidating into one new company, all companies before the consolidation will cease to exist. Merger means one or more companies of the same type merging into another company, the merged companies will cease to exist. Acquiring via directly or indirectly buying back of debt means a party acquiring the controlling rights or equity capital of a company which is in the position of financial difficulties and unable to pay due debt and has pledged its equity as securities for debt; Purchasing the assets or an independent business of a company (but not the whole company). This case happens quite often in the new emerging market like Vietnam; The foreign party (or Vietnamese party) in a joint venture company buying back the shares of the other party to form a company 100% owned by the buying party; Public tender means the public tender which may lead to the ownership of 25% or more shares of a public company or public tender made to a party which is obligated to sell its shares; Offshore M&A. This type occurs only within foreign invested companies, where all or the majority of the equity ownership of the foreign party is purchased by a third party outside Vietnam thus the purchasing party becomes directly or indirectly the “foreign party”, or controls the foreign party, in the joint venture company.
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Tiếng Việt
English
