Services

Corporate and M&A

Vietnam has become a hotspot for investments from across the globe.  Manufacturing, energy, and other sectors benefit from a broad system of investment incentives in the country, as well as an array of bilateral and multilateral trade treaties that Vietnam has entered into.

We help international and local clients on all aspects of market entry and on-going compliance, including:

• Due diligence
• Advice on appropriate corporate form for subsidiary or JV
• M&A documentation
• Company incorporation
• Obtaining relevant governmental approvals, including M&A approval, antimonopoly compliance and operational licenses
• On-going governmental reporting and compliance (both tax and legal)

Representative case studies:

• Counsel on Vietnamese aspects of acquisition of majority stake in a company valued at around EUR €1.4 billion (USD $1.42 billion)
• Represented the client on the sale and transfer of all of its shares in a HK holding company that owns the Vietnamese operator of a luxury boat cruise line in Ha Long Bay
• Performed due diligence for an international investor who was considering the acquisition of a solar park in Vietnam
• Provided general advice on Vietnamese corporate laws and assisted with a share transfer transaction and security arrangements for a loan transaction to a leading Vietnamese industrial conglomerate
• Acted on the sale of the client’s over 60% shareholding in a joint venture real estate company to its Vietnamese partner
• Acted as Vietnamese counsel on setting up with a French partner of a Vietnamese entity, and on the subsequent acquisition of its partner’s 50% stake in such Vietnamese entity (currently operating a leather tannery factory
• Acted on the USD $40 million acquisition of a majority interest (through the acquisition of both share and loan capital) of a holding company that owns a renowned landmark hotel in Hanoi
• Acted as Vietnamese counsel in connection with a multimillion-dollar acquisition of several tower companies
• Acted on the preparation of offer to acquire an over 15% stake in the share capital of the second largest non-life insurance company in Vietnam, within the framework of a private placement

Banking & Project Finance

We are trusted legal professionals for many of the region’s most active lenders, whether international financial institutions or development financial institutions, commercial lenders or non-bank financial institutions. Our banking and finance team has experience with multimillion and even billion-dollar ticket financing transactions. To corporate borrowers and lenders alike, we are known for our pragmatism and for delivering an effective way forward in a challenging context.

Representative case studies:

• Assisted major telecommunications company with tower companies’ acquisitions
• Assisted major telecommunications company with a syndicate of offshore and onshore lenders
• Facilitated a USD $850 million loan for a major steel corporation
• Managed prospective loan for one of the largest banks in Vietnam
• Facilitated getting a loan from Bank of China (HK) for a steel corporation
• Advised leading international power developer on the Vietnamese and Cambodian law aspects of development and financing project to construct a sub-sea transmission cable passing through territorial waters and exclusive economic zones of several countries in Southeast Asia
• Assisted major European packaging manufacturer with its loan restructuring exercise
• Project financing for a large gas-fired power plant in Vietnam

Litigation

Our Andersen Legal team of experienced trial professionals is providing full scope support to its clients in resolving most complex disputes:

• Mediation
• Litigation
• Enforcement
• Tax inspections, proceedings, and litigation

Representative Cases:

• Representing a Vietnamese real estate company before VIAC, assisting them in entering into two settlement agreements, and receiving a favorable Arbitral Award in three separate, distinct arbitration proceedings, which allows the client to recover outstanding, payable amounts including principal and late payment interest.
• Assisted a bank in recognizing and enforcing a SIAC award at a Vietnamese competent Court.
• Helped a Japanese client to win against its business partner in two separate cases at VIAC, regarding multiple claims of outstanding, payable amounts, and compensation including but not limited to past, ongoing, and future sale proceeds arising out of a Licensing Agreement and a Distributorship Agreement.
• Through arbitration proceedings at VIAC, reached a settlement in our client’s favor, receiving the full principal amount owed by a major Vietnamese State bank to a European contractor. The case pertains to subrogation rights, mechanisms, and principles.

Employment Law

Clients often refer to us to support with employment compliance matters starting from the early stages of market entry into Vietnam.   We provide comprehensive employment onboard and compliance solutions, including with:

• Best practices in drafting employment contracts
• Compliance reports for expatriate
• Internal labour regulations
• Support with payroll

Business Credits & Incentives

Vietnam investment regime provides for a comprehensive and broad range of various business incentives. However, the regime of benefits and eligibility criteria are set out in very many laws, regulations, and clarifying instructions. When considering whether your project is benefiting from available incentives to maximum extent, it is crucial to have a full and big picture view of the incentive regime, and also of the general logic based on which this part of regulations is structured.

Our team helps clients in structuring their investment in a manner that would maximize the volume of available incentives, assists with preparing relevant application dossier, as well as with on-going reporting requirements.

Tax Advisory, Compliance, Customs, Transfer Pricing

Our Andersen Tax team has built up a sterling reputation for the ultimate in ground connectivity and outstanding technical excellence. Our tax principals have trained and advised tax authorities in the region and maintain unique working relationships at various levels of administration.

We are innovative and we get to the point. We give real answers to structuring questions. On most deals, having a highly assertive tax capability as an integrated part of your advisory team is a strong advantage.

We offer a full range of tax services, comprising advisory and planning, transfer pricing, compliance, and controversy and litigation.

Our local capability for transfer pricing is unique in Vietnam. We have developed our own know how and our own access to international transfer pricing systems and data, which makes our team highly performant. Each year, a wide range of multinationals entrust their transfer pricing compliance requirements to us.