Company Acquisition in Vietnam

SBLaw was requested to assist foreign company (Hereinafter referred to as “Client”) to provide legal advice on company acquisition in Vietnam.

1. Our proposd scope of works

We anticipate that our work will comprise of the following work streams. These are the key work streams required in any M&A cases.

Depending on Client’s specific position/situation, other works may be required. Such additional works shall not fall under the scope of this Engagement Letter, but could be provided upon request.

Work stream 1:   Due diligence

1. Study and analyze legal exposure that Client has to face when Client acquire the company in Vietnam, including but not limited to legal exposure incurred from finance status, commerce, labor or corporate matters of the Company in Vietnam;
2. Advice most appropriate approach for outstanding matters found during the analysis process.

Work stream 2:   Mou and Capital Contribution/Shares Assignment Contract

1. Assist Client in preparing MOU with the Assignor regarding to outstanding matters found from Due Diligence Study.
2. Preparation of Capital Contribution/Shares Assignment Contract regarding to acquisition of the Company in Vietnam;
3. Assisting Client to join the Contract Negotiation.

Work stream 3:   Registration of Capital Contribution/Shares Assignment Contract

1. Notify Client required documents and information for preparation of application dossier.
2. Preparation of application dossier for registration of capital contribution/Shares assignment contract;
3. Working with the competent authority on behalf of Client during the licensing process;
4. Obtaining the final result on behalf of Client from the competent authority

2. Deliverables

The Deliverables will include documents prepared in English and Vietnamese as required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.

3. Project schedule and professional fee

3.1. Our proposed project schedule for this case shall be as follows:

Step 1: SB to deliver of Legal Service Proposal and Non-Disclosure Agreement

Step 2: Client to provide information and documents relate to the case

Step 3: SBLaw to provide professional fee quotation and Legal Service Contract for the services;

Step 4: SBLaw to conduct Due Diligence Study;

Step 5: SBLaw to prepare MOU between Client and Company in Vietnam

Step 6: SBLaw to prepare Capital Contribution/Share Assignment Contract between Client and Company in Vietnam

Step 7: SBLaw to assist client with licensing process

3.2. Professional Fee

SBLaw professional fees shall be based on the actual time our lawyers/consultants work on the services(s) for which we have been retained.

Our Lawyer and Consultations keep track their time in minutes to the nearest 10 minutes and record their time daily.

Time record notations are made for any and all work performed, including but not limited to, office conferences, legal research, preparation of legal instruments, telephone and personal trips to and from the offices to relative places or client’s offices.

SBLaw Hourly Rate

In this case, SBLaw provide services on a fixed basis for the project upon receipt of information and documents for the case. Any work or additional work which is not covered by the scope of work as agreed upon will be billed in accordance with our standard hourly rates.

4. Our experience in the field

SBLAWs’ lawyers and experts have worked out an unique set of solutions and research including legal frameworks, roadmaps that directly address M&A issues in order to minimize potential risks.

We assist our client in due diligence study, identify associated commercial risks, preparing and/or reviewing legal documents, designing M&A deals and negotiation etc. Our practical advise, dedication have been highly appreciated by clients as valuable contribution for the success of their M&A deals. We assist clients in both cross-border M&A transactions and direct acquisition in Vietnam.

Our major M&A deals include the followings among others:

▶ Representing Viettel Real Estate Corporation regarding the transfer of a  construction project of DAEWOON-HANCIC office building to Korean investor: consulting the feasibility of the transaction, advising, reviewing related documents, agreements and contracts.

▶  Representing Yen Tho Mechanical JSC in acquisition of the manufacturing project from foreign investor, included consulting the feasibility of the transaction, preparing related documents, contracts and handling the licensing procedures.

▶  Representing Viettel Housing Trade Corporation in acquisition of Blue Saphir Binh Phu project: consulting the feasibility of the transaction, advising, reviewing related  documents, agreements, drafting contracts;

▶  Representing Innovar Floor Sdn Bhd to transfer a part of capital contribution in a joint venture of distribution of flooring in Vietnam to a Vietnamese investor, advising the process of transaction, drafting related documents, negotiating the transfer and registering the capital transfer with competent authority;

▶ Representing Viettel Housing Trade Corporation in acquisition of Golden Palace project: researching on the feasibility of the transaction, consulting, reviewing related documents, agreements, drafting contracts;

▶  Representing BVI in acquisition of capital contribution of 5 companies in advertising and communication services in Vietnam.

▶  Representing a Vietnamese company in acquisition of a real estate project in Bac Giang province, included consulting the structure of the transaction, preparing related  documents/ contracts and licensing procedures.

▶  Representing a foreign investor to transfer a manufacturing project to foreign investor, included drafting and negotiating the transactional contracts.