Buying an interest in an existing company requires a review of its ownership, liabilities and operating position. The target remains the same legal entity; changes in control, shareholders or beneficial ownership may trigger filings or contractual consents.
Asset acquisition
Define exactly which assets, contracts, employees, intellectual property and rights are intended to transfer. A purchase agreement alone does not establish that every licence, land right or contract can move to the buyer.
Joint venture
Agree ownership, funding, management, reserved matters, transfers and exit arrangements. The proposed business activities and each investor’s position inform the structure and registration route.
Legal support across the deal
Duong Tri Law can help define a legal workstream around your commercial objectives, the target information available and the intended signing and closing dates. The engagement should identify the buyer or seller represented, the transaction perimeter and the documents to be delivered.
Structure review: investment route, ownership restrictions and the proposed acquisition vehicle.
Due diligence: an agreed review of target records, with material issues and missing information identified before commitment.
Transaction documents: comments or drafts for the agreed term sheet, acquisition or joint venture documents, disclosures and closing records.
Approval and consent screening: identify investment, competition, sector, corporate and contractual matters that need separate assessment.
Closing coordination: responsibility matrix, conditions precedent, signing authority, evidence of completion and post-closing actions.
Financial, tax, valuation, technical and environmental investigations require their own specialists and agreed scope. Legal advice does not establish a target’s commercial value or guarantee completion.
Turn legal findings into deal decisions
Before signing
Resolve whether a material issue prevents the proposed structure, requires more evidence or can be addressed in the transaction documents. Avoid treating an unanswered diligence question as a confirmed fact.
Between signing and closing
Allocate responsibility for approvals, releases, consents and remediation. Make the intended order and documentary evidence clear before payment or ownership changes.
After closing
Identify corporate records, licence updates, employment actions and continuing obligations. Include a dated handover list rather than assuming registration completes every workstream.
Prepare the first transaction brief
Buyer, seller and target identities, ownership chart and countries of establishment.
Proposed percentage or assets, transaction value or range, and intended funding arrangements.
Target activities, locations, licences, material contracts and known disputes.
Available corporate records, information access and confidentiality arrangements.
Draft term sheet or agreement, intended dates and any commitments already made.
Start with a non-confidential summary. Agree the secure channel, confidentiality arrangements and information access before providing a data room or personal records.
From initial review to agreed next steps
Define the mandate
Confirm the represented party, transaction perimeter, conflicts check, legal questions and outputs. Identify work requiring separate specialists.
Review and prioritise
Assess the available documents, raise questions and distinguish confirmed issues from assumptions or missing evidence.
Document the agreed allocation
Translate the legal assessment into approvals, conditions, warranties, disclosure requests and closing actions appropriate to the deal.
Support completion and handover
Track the agreed legal checklist and deliver the documents and open-item list. Further disputes, integration or ongoing compliance are separately scoped.
Compare an acquisition with establishing a new business in Vietnam.
Questions before you proceed
Does every acquisition follow the same approval process?
No. The parties, ownership change, activities, target assets and transaction structure affect which approvals, notifications, consents or filings need review. The checklist is prepared for the actual transaction.
Can due diligence start before all records are available?
A staged review can be agreed. Its report must distinguish documents examined, outstanding requests and areas outside scope; incomplete access limits the conclusions.
Does the engagement include tax advice and valuation?
Only if expressly agreed with the relevant advisers. Legal, tax, accounting and valuation scopes should be coordinated, with a named owner for each workstream.
Legal framework and procedure references
The applicable provisions, receiving authority and document requirements must be checked for the facts and filing date of each case.