Legal procedures and foreign restrictions on conducting a merger and acquisition m và a transaction in the vietnamese laws

VIETNAM NATIONAL UNIVERSITY, HANOI SCHOOL OF LAW THAN THU THAO LEGAL PROCEDURES AND FOREIGN RESTRICTIONS ON CONDUCTING A MERGER AND ACQUISITION (M&A) TRANSACTION IN THE VIETNAMESE LAWS UNIVERSITY GRADUATION THESIS MAJOR: BUSINESS LAW Type of Training : Full-time Course Course : QH-2014-L Ha Noi - 2018 VIETNAM NATIONAL UNIVERSITY, HANOI SCHOOL OF LAW THAN THU THAO LEGAL PROCEDURES AND FOREIGN RESTRICTIONS ON CONDUCTING A MERGER AND ACQUISITION (M&A) TRANSACTION IN THE VIETNAMESE LAWS UNIVERSITY GRADUATION THESIS MAJOR: BUSINESS LAW Type of Training : Full-time Course Course : QH-2014-L Supervisor : PhD Phan Thi Thanh Thuy Ha Noi - 2018 CERTIFICATE OF AUTHORSHIP/ORIGINALITY I hereby declare that this Graduation Thesis is of my own and instructed by PhD Phan Thi Thanh Thuy It has not been previously submitted for a degree or diploma at this or any other higher education institution To the best of my knowledge and belief, this Graduation Thesis contains no materials previously published or written by another person except where due reference or acknowledgement is made I bear full responsibility for the fidelity of the number and data and other contents of my graduation project Sincerely thanks! Hanoi, 03rd April 2018 Signature of Bachelor Candidate Than Thu Thao ACKNOWLEDGEMENT In working through this Thesis, I would like to express my sincere gratitude to PhD Phan Thi Thanh Thuy, who has given me invaluable instruction I greatly appreciate Department of Business Law, School of Law, Vietnam National University for facilitating my thesis My greatest thanks also go to my family, my supervisors at Vietnam International Law Firm (VILAF Hong Duc) and my dearest friends, who always stand by and support me ABBREVIATIONS Abbreviation Meaning BOM Board of Management BRC Business Registration Certificate DPI Department of Planning and Investment DICA Direct investment capital account EIAR Environmental impact assessment reports ERC Enterprise Registration Certificate FIEs Foreign invested enterprises ICCA Indirect capital contribution account IRC Investment registration certificate M&A Merger and Acquisition MOU Memorandum of understanding GSM General Shareholders’ Meeting NRAST National Registration Agency For Secured Transactions Thesis Graduation Thesis on Legal procedures and restrictions to conduct an M&A transaction by foreign investors in the Vietnamese laws US$ United States dollar, the lawful currency of the United States of America R&Ws Representations and Warranties VCA Vietnam Competition Authority VND Vietnamese Dong, the official currency of Vietnam TABLE OF CONTENTS CERTIFICATE OF AUTHORSHIP/ORIGINALITY ACKNOWLEDGEMENT ABBREVIATIONS TABLE OF CONTENTS INTRODUCTION 1 Literature Review 2 Research Objective 3 Research Scope 4 Research Methodology Thesis structure CHAPTER 1: THE CONCEPT OF MERGER AND ACQUISITION 1.1 Definition of Mergers and Acquisitions 1.2 The Differences between Mergers and Acquisitions 1.3 Role of M&A activities CHAPTER 2: LEGAL PROCEDURES TO CONDUCT AN M&A TRANSACTION AND FOREIGN RESTRICTIONS ON M&A IN VIETNAMESE LAWS 10 2.1 Legal due diligence 10 2.1.1 Role of a legal due diligence 10 2.1.2 Matters to be covered in a legal due diligence 11 2.1.3 Ten key questions should be raised during the legal due diligence 20 2.1.4 Difficulties in conducting legal due diligence in Vietnam 22 2.2 Preparing M&A agreement and the related legal documents 23 2.2.1 Typical clauses in an M&A agreement 25 2.2.2 Case study: WOLF Acquires RABBIT 27 2.2.3 Restrictions for foreign investors on negotiating the M&A agreement 33 2.3 In the step of post-closing an M&A transaction 38 2.3.1 Steps to post-closing 38 2.3.2 Issues that the foreign investor should take into account in the step of post-closing 39 CHAPTER 3: SOME RECOMMENDATIONS FOR IMPROVING VIETNAMESE LEGAL FRAMEWORK ON M&A AND FOR FOREIGN INVESTORS IN AN M&A TRANSACTION 50 3.1 Improving the legal framework for Mergers and Acquisitions in Vietnam 50 3.2 Determining the value of M&A transactions 52 CONCLUSION 53 LIST OF REFERENCES 54 INTRODUCTION Necessity of the thesis Since Vietnam joined the WTO and most recently TPP and ASEAN Economic Community, Merger and Acquisition (“M&A”) market in Vietnam has witnessed a remarkable change Many investors consider Vietnam to be an ideal investment destination thanks to the strong annual growth economy, and the underlying factors contributing to that growth, namely a stable political system, an affordable and dynamic workforce, low wage economy, etc Key sectors of interest include real estate, food and beverage, retail, and to a lesser extent, manufacturing By 2015, the total value of M&A deals was US$5.2 million, and in the first seven months of 2016, the figure significantly climbed to US$8.2 million 2016 and 2017 were recognized as boom years for M&A in the appearance of billion-USD-worth deals, namely Thailand's Central Group's acquisition of Big C Vietnam for $ 1.14 billion; Thai Beverage spending US$4.8 billion to acquire Sabeco' s 53% of shares However, conducting an M&A deal is not easy, resulting in the fact that approximately 50% of M&A deals fail An M&A deal is considered to be successful when the parties shall not only achieve their financial and commercial goals but also allocate the risks by means of concentrating on all legal aspects My prevailed research question for this Graduation Thesis on Legal procedures and foreign restrictions on conducting an M&A in the Vietnamese laws (“Thesis”) is straightforward: how many steps shall the foreign investors undertake in an M&A transaction and what should they be aware of Vietnamese legal framework’s restrictions on M&A? When investors wish to invest into an offshore country, other than potential aspects in market, the existing foreign ownership restrictions and conditions applicable to the foreign investors have been the most significant factors impacting upon deal structures in Vietnam The cost and time which is considered to be two success points in business will be taken into account if the investment procedures are diffusive This Thesis hereby may help the foreign investors targeting Vietnamese market choose a method of investment in the consideration of expenditures and term In addition, legal aspects in the process of an M&A transaction will be discussed as well in order for the investors to know exactly what they have to after having chosen M&A method Literature Review M&A in general, steps to carry out an M&A transaction in particular as well are not unfamiliar issues but how a foreign investor gets through the foreign restrictions in Vietnamese laws to successfully close the deal still remains curiosity and needs to be taken into account We can list out the following articles and researches by both lecturers and lawyers on the aforesaid issues: - Article “Vietnamese M&A, by the book”, Hoang Anh Nguyen, Partner at law firm Mayer Brown JSM, 2017; - Article “Choosing M&A investment to avoid lengthy license of the foreign investors”, Lawyer Dinh Tien Hoang and Than Thu Thao, 2017; - Book “The mergers & acquisitions review – Edition 11”, Hikaru Oguchi, Taro Hirosawa, Ha Hoang Loc, Partners at Nishimura & Asahi, 2017; - Article “Some Recommendations of M&A Activity in Vietnam Today”, Phan Quan Viet, Falcuty Business Management, Sai Gon University, 2015; - Article “Public mergers and acquisitions in Vietnam: overview”, Oliver Massmann, Duane Morris Vietnam LLC, 2017; - Book “Mergers & acquisitions: A step-by-step legal and practical guide”, Edwin L Miller Jr., 2007; - Mergers & acquisitions from A to Z, Second Edition, Andrew J Sherman and Milledge A Hart, 2006; - Article “Luật mua bán doanh nghiệp: bình luận ngắn từ góc nhìn quản trị cơng ty”, Assoc Prof., PhD Pham Duy Nghia, School of Law, Economic University, Ho Chi Minh City, 2011; - Article “Mergers and acquisitions in Vietnam – pitfalls and resolutions”, Le Net, Partner at LNT & Partners and Arbitrator at the Vietnam International Arbitration Centre, 2014; - Article “As M&As rise, legal issues pose challenge, Dang Duong Anh, Managing Partner at Vietnam International Law Firm, 2016; - Ten key M&A legal issues for foreign investors in Vietnam; Linh Bui, Robert Fish and Bill Magennis, Partner of Allens and Linklaters, 2017 The papers and publications mentioned, however, focus principally on M&A legal issues from a general perspective Innovations in the national legislation are evident in the attempts of Vietnam to comply with the international M&A provisions However, there is not yet a comprehensive study of Vietnam’s compliance of detailed legal procedures in an M&A transaction and Vietnamese laws’ restriction Attempting to cover that gap and aiming to help to attract both foreign and domestic investments in line with international standards, this Thesis makes an contribution to the field with an assessment of the “Legal procedures and foreign restrictions on conducting an M&A transaction in the Vietnamese laws” Research Objective Vietnam continues to attract foreign investment Apart from via direct investment, the foreign investors also achieve market access by way of M&A, listed companies in the securities market would be subject to foreign exchange risk since it must be effected in Vietnamese dong via an indirect capital contribution account (“ICCA”) in the name of the Buyer In the case of failure to close the deal, the investor may further be exposed to the risk of convertibility in the market from VND into foreign currency The foreign exchange regulations require that any payment from the transferee to the transferor for shares or equity capital in non-listed FIEs must go through the direct investment capital account (“DICA”) of the Target Company This raises concerns for the transferee when it must convert the purchase price into VND and put it in the account of the Target Company still controlled by the Seller (i.e DICA) SBV takes an alternative new view In an official meeting with banks dated June 2015, the SBV opined that payment from a foreign transferee to a foreign transferor must be in VND In particular cases where the payment is made from an offshore transferor to another offshore transferee for transfer of equity in an FIE, SBV takes different view in a correspondence to a bank that the purchase price may be denominated in foreign currency and does not needs to go through the DICA Parties to M&A deals, therefore, must obtain SBV’s ruling specifically for each transaction 24 As stipulated in Article 03 of Circular No 32/2013/TT-NHNN, In Vietnam’s territory, all transactions, payments in contracts, agreements other similar forms of residents and non-residents are not allowed to be conducted in foreign exchange This provision is regarded to be Governmental policy to prevent the devaluation of Vietnamese Dong, accordingly, the use of foreign currency in equity investment is strictly 24 Bill Magennis, Robert Fish and Linh Bui, Partners at Allens and Linklater (2017), Ten key M&A legal issues for foreign investors in Vietnam 42 restricted, resulting in the only choice of domestic currency, but Dollars or other third country’s currency Should foreign currency still be used for payment clause or the parties ignores this restriction, the agreement shall be declared to be invalid by the Court or the parties shall pay an administrative fine from 200 million to 250 million Vietnamese Dong in accordance with Article 24.6 of Decree no 96/2014/ND-CP Otherwise, foreign investors will deal with a dramatic difference in exchange rates with respect to the returns from their equity investments in Vietnam The two parties may receive a loss in case the Vietnamese Dong to US Dollar exchange rate unpredictably fluctuates since in fact, they usually calculate the value of equity based on foreign currency, but the terms of payment and actual payment must comply with Vietnamese laws To avoid risks from exchange rate, there is still solution of restructuring investments to a loan or bond, however it appears to remain unsuitability for every transaction.25 The instrument a term on exact exchange rate should be actively incorporated into the agreement as soon as it is negotiated as a prevention of fluctuation in currency against the factual equity value in order to not only ensure the stability in the implementation, but also avoid the emergence of dispute from the contractual party not follow the “pacta sunt servanda” principle For foreign exchange and tax management purposes, Vietnamese law requires that the disbursement of foreign equity investment and the subsequent repatriation of profits and divestment proceeds to offshore must be made through a system of investment capital accounts in 25 Bill Magennis, Robert Fish and Linh Bui, Partners at Allens and Linklater (2017), Ten key M&A legal issues for foreign investors in Vietnam 43 Vietnam Unfortunately, there is an inconsistency in the current laws of Vietnam that has caused much confusion regarding the types of accounts to be opened and used for different investment purposes For this reason, in practice, the payment process for an M&A transaction needs to be considered on a case-by-case basis and confirmed with the relevant remitting bank 26 For example, proceeds from a sale of a stake in a Vietnamese company, even if conducted offshore between two foreign investors, are required to be transferred through the foreign investors’ respective VND capital accounts opened in Vietnam As another example, proceeds from a sale of a stake in a foreign invested company in Vietnam must be first transferred by the purchaser through the direct investment capital account of the Target Company in Vietnam before being remitted to the Seller’s account 2.3.2.4 Lengthy and time-consuming approval processes The government efforts to streamline licensing procedures under the new investment Law and new Enterprise Law have not yielded the positive results that had been hoped for, and even had the opposite effect in some situations For instance, certain, certain information previously specified in the Business Registration Certificate (“BRC”) – such as shareholders and the business lines of the Target Company – have been removed from the contents of the Enterprise Registration Certificate (“ERC”) An ERC no longer covers all the necessary information required to recognise a Buyer as the new owner of a Target Company That Buyer must seek another government authorisation called “certification on changes in enterprise registration contents” to record 26 Bill Magennis, Robert Fish and Linh Bui, Partners at Allens and Linklater (2017), Ten key M&A legal issues for foreign investors in Vietnam 44 information not in the ERC, such as shareholders’ names and their shareholding ratio This change means extra licensing steps and creates more conditions for transactions In another example, if a foreign investor intends to acquire equity in a local company it needs to obtain preapproval from the DPI In practice, this approval process may be subject to enquiry and scrutiny from the local DPI, especially in the cases of a large-scale investment project located in more than one city and province, thus causes delays in the transactions In addition to the potentially extensive negotiations with Vietnamese counterparties, as discussed above, there is often a lengthy regulatory approval process involved in Vietnamese M&A transactions, which can result in an overall timetable that is considerably longer than in other jurisdictions Most M&A transactions in Vietnam require some sort of regulatory approval from the Vietnamese licensing authorities Such approvals may take several months to obtain, which can cause the parties to experience a prolonged gap between signing and closing of a transaction For example, an “M&A approval” – pre-approval on equity capital/shares acquisition from the relevant provincial DPI is required for (i) equity capital/shares acquisition increases foreign ownership in the Target Company from below 51% to 51% or more, or from 51% to higher or (ii) Target Company operates in a “conditional investment sector” for foreign investors 27 At laws, the procedure takes 15 business days to complete but in fact, the time limit may prolong for months If the transaction involves a sensitive sector for foreign investment, the M&A approval process may require input from various central and local authorities, which may further 27 Article 26 of Law on Investment 2014 45 extend the closing process After that, the investor shall obtain amendment to Enterprise Registration Certificate/Certificate on changes to Enterprises Registration Content of which statutory time limit is business days Finally, amendment to IRC of the Target Company should be obtained Pursuant to Article 46.4 of Decree 118/2015/ND-CP, the Target Company being acquired by foreign investor is not required to apply for obtaining/amending IRC and In-principle Approval for existing investment projects which have been conducted prior to the time of the acquisition by the relevant foreign investor However, in practice, the amendment to IRC to duly record the Buyer as new investor is still advisable in order for improving the acquisition transaction Foreign investors must submit an application dossier to the licensing authority and request the issuance of an investment registration certificate (“IRC”) before conducting the investment project Depending on the size and nature of the investment project, different “preliminary approvals” will need to be obtained before the IRC is issued: - preliminary approval from the National Assembly (Article 30, Investment Law 2015): for investment projects with a significant or potentially serious effect on the environment (e.g nuclear power plants; change of land-use purpose of national parks, natural conservation zones, landscapes and protection zones; forest areas of 50 hectares or more used for scientific research or experimentation, etc.); - preliminary approval of the Prime Minister (Article 31, Investment Law 2015): for projects for the construction and operation of airports; air transportation; national seaports; casinos, etc.; 46 - preliminary approval of the People’s Committee (Article 32 of Law on Investment 2014): for projects for which the state allocates or leases out land without auction, tendering or transfer; and - investment projects which require a conversion of the land use purpose, etc For these investment projects subject to preliminary approval, the IRC will be issued within working days of issuance of the preliminary approval, which takes at least 35 days Investment projects that are not subject to preliminary approval will be issued the IRC within 15 days upon receipt of the dossier Compared to share acquisition transactions, the approval processes involved in asset sale transactions are likely to be even longer, as Vietnamese law does not contemplate the concept of a ‘business transfer’ Therefore, asset sales usually involve applications for new operational licenses as they often cannot be transferred across (as well as separate transfers of assets, contracts, employees, etc.) Generally Vietnamese investment law does not capture offshore changes of control Therefore, usually no regulatory approval in Vietnam is required for an acquisition of an offshore holding company that holds shares in Vietnamese companies However, following closing, if the new investor wants to change corporate features of the Vietnamese companies (i.e change of name, change of management personnel or increase in equity capital), often an approval from Vietnamese authorities would be required Of particular note in this regard is that, in the past couple of years, such approvals may be used as a leverage for the Vietnamese authorities to claim capital gains tax in respect of the offshore acquisition 47 transaction (as contemplated in the law) and this is a topic on which specialist tax advice should be sought 2.3.2.5 Lack of synchronization between new laws and corresponding updates to relevant decrees, circulars, and guidance also poses challenges for M&A deals Moreover, Vietnamese authorities and officials often have broad discretion in interpreting or applying a provision of the law For example, although the Investment Law abolishes certain licensing procedures for foreign investors, such requirements remain applicable as a matter of licensing practice In particular, an Investment Registration Certificate (is not required when a foreign investor acquires less than 49% interest in a local company (not operating in a conditional business sector) However, certain provincial licensing authorities still take the old approach to require issuance of an IRC in such case 2.3.2.6 Conflicting regulatory regime for unlisted public companies It is unclear if acquisition of shares in a public company should follow procedures under the Investment Law, Enterprise Law and the Securities Law This indicates that an acquisition of shares in a public company should comply with licensing requirements under the Investment Law and enterprise Law 2014 Following the Securities Law is reasonable since information on shareholders of a public company has already been screened by the Vietnam securities depositor system Going through lengthy procedures under the investment Law and Enterprise Law will not ensure the liquidity of shares in a public company Compare this with provisions in Decree 78/2015/NĐ-CP dated 14 September 2015 issued by the Government on enterprise registration which explicitly require that a 48 public unlisted company must notify the changes in its foreign shareholder(s) and obtain DPI pre-approval for acquisition 2.3.2.7 Capital gain tax issue Income derived from offshore M&A transaction between offshore companies may be subject to capital gain tax if such transaction relates to an enterprises/project in Vietnam Depending on whether the Seller is an individual or a corporate entity, the following taxes will apply: 28 - Capital gains tax is a form of income tax that is payable on any premium on the original investor's actual contribution to capital or its costs to purchase such capital Foreign companies and local corporate entities are subject to a corporate income tax of 20% However, if the assets transferred are securities, a foreign corporate Seller is subject to corporate income tax of 0.1% on the gross transfer price; - Personal income tax If the Seller is an individual resident, personal income tax will be imposed at the rate of 20% of the gains made, and 0.1% on the sales price if the transferred assets are securities An individual tax resident is defined as a person who: stays in Vietnam for 183 days or longer within a calendar year; or stays in Vietnam for a period of 12 consecutive months from his arrival in Vietnam; or has a registered permanent residence in Vietnam; or rents a house in Vietnam under a lease contract of a term of at least 90 days in a tax year If the Seller is an individual non-resident, he is subject to personal income tax at 0.1% on the gross transfer price, regardless of whether there is any capital gain Payment of the above transfer taxes is mandatory in Vietnam 28 Dang Duong Anh, Managing Partner and Mai Chi, Associate at Vietnam International Law Firm (2016), As M&As rise, legal issues pose challenge 49 CHAPTER 3: SOME RECOMMENDATIONS FOR IMPROVING VIETNAMESE LEGAL FRAMEWORK ON M&A AND FOR FOREIGN INVESTORS IN AN M&A TRANSACTION 3.1 Improving the legal framework for Mergers and Acquisitions in Vietnam Firstly, Vietnam should revise the provisions of M&A to have the uniformity on terminology and content, accelerate the process of drafting legal documents relating to activities of mergers and acquisitions of businesses The current regulations have not yet mentioned a merger between a Vietnam’s bank and a non-bank credit organization, the provisions on Vietnam’s banks listed overseas 29 The issues in terms of content of M&A transactions need to be defined more fully such as business valuation, transfer of assets, financial issues, shares, stocks, employees, taxes, fees, etc Secondly, to carry out the transaction of mergers and acquisitions in new conditions, the State should build a process to create a mechanism to control and deal with issues in accordance with international practices Moreover, it should determine the allocation of tasks, the co-operation between departments (i.e Ministry of Planning and Investment, Ministry of Industry and Trade, Ministry of Finance, the State Bank, National Financial Supervisory Commission, Bureau of Competition Management, Securities and Exchange Commission, etc.) Accordingly, the local agency which receives issues to be handled needs to be given functions and powers 29 Phan Quan Viet, Falcuty Business Management (2015), Sai Gon University, 2015, Some Recommendations of M&A Activity in Vietnam Today, https://goo.gl/SKoCHq 50 necessary and powerful enough to be able to solve the problems, especially in case of system crisis Thirdly, Vietnam should improve the market economic institutions to the needs of the M&A business is increasing Every major take-overs, environment which will form the demand, sale, merger, joint venture, association between the business to grow more, grow more and better support each other Fourthly, Vietnam should build the control channel information, transparency in business activities in general, M&A activity in particular If the information is not controlled, it can transparently cause damage to both Buyers, Sellers, and impact on other markets such as commodities, securities and banking Like other markets, the market M&A activity that line, if an M&A large place failed or have elements mislead, the consequences for the economy are huge because they can share, left patterns, business, investment, etc of that particular business and related businesses were affected Last but not least, Vietnam also needs to complete the legal framework for M&A, which will mostly facilitates the newly-established transaction, the status of the Buyer, the Seller, the legal consequences after the end of the transaction At the moment, the issues relating to M&A has been governed under the provisions of the Civil Code, the Law on Enterprises, the Law on Investment and the Law on Competition, etc The M&A also has a lot of content related provisions Price enterprises solve financial problems, shares, stock, employees, taxes, fees, etc in the course of business and after M&A Nevertheless, these provisions only cover the establishment in a form of M&A, meanwhile, the actual content needs to be defined more fully 51 3.2 Determining the value of M&A transactions The valuation plays a particularly important role in the success of a business transaction; the price offered must be accepted by both parties There are many valuation methods, and each method gives a different result; sometimes there is a rather large gap If the valuation of the financial indicators is relatively easy, the valuation of intangible assets is much more complex For target enterprises: it is necessary to know their own strengths and weaknesses, to know who are the Buyers, what they need, what they expect Normally the purchaser wishes to achieve added value after purchase, which means that after buying the total added value will be higher than the value of each business added together If the Buyer sees the potential, they are willing to pay higher than the market price The time of sales is also significant For acquiring enterprises: it is necessary to carefully learn about the operation of the Seller because there may be some information that is not reflected 52 CONCLUSION M&A activity has developed in Vietnam during the past 11 years following the government’s issuance of a large number of new legal regimes, which was considered the government’s preparation for Vietnam’s official accession to the World Trade Organization on 11 January 2007 However, there is no united legal platform for M&A activities, and investors need to consider requirements, guidance and other information as to the interpretation or practice of investment in different pieces of legislation In addition, similar to other new economic countries, foreign restrictions still play an important role, and foreign investors should look at both domestic laws and international treaties, including bilateral and multilateral, to understand the differences and decide the most appropriate M&A arrangement Given that, the Thesis points out a comprehensive view on legal steps each party of an M&A transaction should take in accordance with Vietnamese laws by the ways of analyzing issues and laws of foreign investment restriction Concurrently, through this Thesis, the author proposes some recommendations in order to perfect the legal frame regulating upcoming M&A transactions and facilitating the foreign investment market but still protecting domestic enterprises 53 LIST OF REFERENCES Legal documents 1.1 National Assembly, Civil Code No 91/2015/QH13 dated 24 November 2015; 1.2 National Assembly, Law No 67/2014/QH13 on Investment dated 26 November 2014; 1.3 National Assembly, Law No 68/2014/QH13 on Enterprises dated 26 November 2014; 1.4 National Assembly, Law No 27/2004/QH11on Competition dated 03 December 2004; 1.5 National Assembly, Law No 80/2015/QH13 on Promulgation of Legislative Documents dated 22 June 2015; 1.6 National Assembly, Law No 24/2000/QH10 on Insurance Business dated 09 December 2000 and amended in 2010; 1.7 National Assembly, Law No 21/2012/QH13 on Tax management dated 20 November 2012 and amended in 2016; 1.8 Government, Decree No 87/2009/NĐ-CP dated 19 October 2009 on international multimodal transportation; 1.9 Government, Decree No 96/2014/ND-CP dated 17 October 2014 on penalties for administrative violations against currency and banking legal regulations; 1.10 Government, Decree No 118/2015/ND-CP dated 12 November 2015 guiding Law on Investment; 1.11 Government, Decree No 78/2015/NĐ-CP dated 14 September 2015 on enterprise registration; 54 Materials 2.1 Andrew J Sherman and Milledge A Hart (2006), Mergers & acquisitions from A to Z, Second Edition; 2.2 Baker and McKenzie (2015), Global M&A Handbook; 2.3 Bill Magennis, Robert Fish and Linh Bui, Partners at Allens and Linklater (2017), Ten key M&A legal issues for foreign investors in Vietnam; 2.4 Dang Duong Anh, Managing Partner and Mai Chi, Associate at Vietnam International Law Firm (2016), As M&As rise, legal issues pose challenge 2.5 Edwin L Miller Jr (2007), Mergers & acquisitions: A step-by-step legal and practical guide; 2.6 Mark Zerdin, Hikaru Oguchi, Taro Hirosaw and Ha Hoang Loc, Partners at Nishimura & Asahi (2017), The mergers & acquisitions review – Tenth Edition; Websites 3.1 Assoc Prof., PhD Pham Duy Nghia, School of Law, Economic University, Ho Chi Minh City (2011), Luật mua bán doanh nghiệp: bình luận ngắn từ góc nhìn quản trị công ty, https://goo.gl/8FZ4tE; 3.2 Phan Quan Viet, Falcuty Business Management (2015), Sai Gon University, 2015, Some Recommendations of M&A Activity in Vietnam Today, https://goo.gl/SKoCHq; 3.3 Oliver Massmann, Duane Morris Vietnam LLC (2017), Public mergers and acquisitions in Vietnam: overview, https://goo.gl/U9jsLx; 3.4 Hoang Anh Nguyen (2017), Partner at law firm Mayer Brown JSM, Vietnamese M&A, by the book, https://goo.gl/KLnUJS; 55 3.5 Lawyer Dinh Tien Hoang and Than Thu Thao (2017), Choosing M&A investment to avoid lengthy license of the foreign investors, https://goo.gl/yUpn8E ; 3.6 Le Net, Mergers and acquisitions in Vietnam – pitfalls and resolutions, https://goo.gl/aiEF3s; 3.7 Vinh Quoc Nguyen, Tilleke & Gibbins, Tricks of the Trade: A Guide for M&A in Vietnam 56 ... M &A; - Chapter 2: Legal procedures to conduct an M &A transaction and foreign restrictions in Vietnamese laws; - Chapter 3: Some recommendations for improving Vietnamese legal framework on M &A. .. M &A and for foreign investors in an M &A transaction; CHAPTER 1: THE CONCEPT OF MERGER AND ACQUISITION 1.1 Definition of Mergers and Acquisitions The terms ? ?merger? ?? and ? ?acquisition? ?? (M &A) are...VIETNAM NATIONAL UNIVERSITY, HANOI SCHOOL OF LAW THAN THU THAO LEGAL PROCEDURES AND FOREIGN RESTRICTIONS ON CONDUCTING A MERGER AND ACQUISITION (M &A) TRANSACTION IN THE VIETNAMESE LAWS UNIVERSITY