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Vietnam:Newsletter on ‘M&A Approval Under the New Law on Investment 2020 and Decree 31/2021/ND-CP’

The new Law on Investment No. 61/2020/QH14 (“LOI 2020”) and Decree 31/2021/ND-CP (“Decree 31”) introduce substantial changes to the framework of M&A approval. The changes are lauded to provide clearer guidance for foreign investors, especially in terms of business sectors that are open to foreign investment. Still, coming with these changes are new issues that require close attention and careful handling by stakeholders. This newsletter gives a brief of the circumstances where M&A approval is legally required and certain potential issues awaiting prospective investors in each circumstance. Under LOI 2020, M&A approval is required if the contemplated transaction falls into any of the following circumstances: Circumstance (i) It causes an increase in the foreign ownership level in a target company...To read the full article, please see the PDF file

*This article is also available in a Japanese version.

It is also available in PDF.
Asia Newsletter (October 5, 2021) (1.18 MB / 4 pages) Download PDF [1.18 MB]

Authors

廣澤 太郎

Taro HIROSAWA

  • Partner
  • Tokyo Hanoi / Ho Chi Minh City

In addition to seven years' experience in Vietnam, Taro also has experience in working as in-house counsel for a major trading company. He has strong expertise in cross-border M&A/joint ventures, real estate development, labor, compliance, crisis management deals, and international transactions. In recent years, the scope of his work has expanded to include Turkey and other Middle Eastern countries. He is also a member of the Agrifood Practice Team.

ハー・ホアン・ロック

HA Hoang Loc

  • Partner
  • Hanoi / Ho Chi Minh City

Mr. Loc joined Nishimura & Asahi (Ho Chi Minh City Office) in July 2012. Before that, he spent more than 8 years with other foreign and domestic law firms in Vietnam. He has assisted clients in many large-scale cases including, among others, an acquisition of shares in a public pharmaceutical company in Vietnam, transactions acquiring shares in a public construction company, an acquisition of shares in a digital retailer listed in Vietnam, and bidding by a client for development of a real estate project in Ho Chi Minh City. Mr. Loc has assisted many well-known Japanese investors in investments worth hundreds of millions of US dollars in finance leasing, real estate development, and steel manufacturing businesses in Vietnam. He has advised a number of giant Japanese companies in conducting their business in Vietnam, and he has given lectures to clients’ employees in relation to anti-corruption matters. He has also advised clients in carrying out product recall procedures in Vietnam. Mr. Loc has authored various articles including Anti-Corruption Survey 2014 (Vietnam Chapter) - Anti-Corruption Survey published in 2014, the Mergers & Acquisitions Review - Eighth Edition - (Vietnam Chapter) published in 2014, Vietnam: All change for offshore investors - International Financial Law Review published in 2014, Vietnam: The investment conditions list - International Financial Law Review published in 2015, and Simplifying foreign Investment - International Financial Law Review published in 2016. Mr. Loc is a 2001 graduate of the Ho Chi Minh City University of Law (LL.B), and received an LL.M (with Merit) from Southampton Solent University (England) in 2008. He is admitted to the Ho Chi Minh City Bar Association (since 2008), and the Vietnam Bar Federation (since 2009). He is fluent in both English and Vietnamese.