Corporate Acquisitions and Mergers in Vietnam 3rd Edition by Bui Thanh Tien, Tony Foster 9403510625 9789403510620

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Product details:

ISBN 10: 9403510625 

ISBN 13: 9789403510620

Author: Bui Thanh Tien, Tony Foster

Table of contents:

FRESHFIELDS BRUCKHAUS DERINGER
ECONOMIC, POLITICAL AND CULTURAL BACKGROUND
Overview of Vietnam’s Economy
Economic Integration
Vietnam’s Infrastructure: General
Language
Government and Political System
Legal System
Openness to Foreign Investment
Current Trends
Sector Trends
Sourcing Deals and Obstacles to Deals
Vietnam: Risks
Predictability
Enforcement Risks
Foreign Ownership Restrictions
Development Risk
icensing Issues
Land Use Rights
Employment Law
oreign Exchange
Tax
Import and Distribution
Corruption
Deal Risks: Negotiating Style
Deal Risks: Inflated Valuations
Deal Risks: Lack of Adequate Assistance
CORPORATE FRAMEWORK
Business Vehicles
Effect of Corporate Form on Acquisitions
Compliance and Reporting Requirements
Minimum Capital
Governance Structure in a Vietnamese Company
Decision-Making
Decision-Making in a Multi-Member Limited Liability Company
Decision-Making in a One Member Limited Liability Company
Decision-Making in a Joint Stock Company
Executive Authority
Legal Representative
Foreign Management
REGULATORY FRAMEWORK
Laws Affecting Acquisitions
Principal Laws
Principal Variables
Relevant Regulatory Authorities
Government
Central-Level Ministries
Ministry of Planning and Investment
Department of Planning and Investment
State Securities Commission
State Bank of Vietnam
Vietnam Securities Depositary
Vietnam Competition Authority
Regulatory Framework
Acquisition of Companies Engaged in Businesses ThatAre Subject to Conditions
General Rules
Conditional Businesses
Acquisitions of Companies Operating in Both Conditional and Other Sectors
Foreign Ownership Limits
Examples of Foreign Ownership Limits
Foreign Ownership Limits: Public Companies
Control
Majority Ownership
Practice
Timing of Governmental Approvals: Practical Considerations
Acquisitions of Interests Through Nominees
ACQUISITIONS IN THE STATE SECTOR
Disposals by the State: Prognosis
Equitisation and State Divestment: DifferentRegulations
Equitisation: Different Principles for Strategic andNormal Investors
Equitisation: Strategic Investors
Buying Shares as a Strategic Investor
Strategic Investors
Price: Strategic Investor
Ownership Percentage: Strategic Investor
Lock-Up Period: Strategic Investor
Currency of the Purchase
Equitisation: Buying in the Initial Offering
State Divestment
‘State Capital’
Forms of Divestments of ‘State Capital’
Price
Limits on Dispositions by the State
No Sales of State Interests
65% State Ownership
50% State Ownership
PUBLIC COMPANY ACQUISITIONS
General
Majority Transactions
Hostile Transactions
Public Tender Offer
PTO Requirements
Cross-Border Structures
Board Actions
Partial Offers
‘Mandatory’ Bids
Buying Shares Outside a Bid
Terms of a PTO
Timetable
Publicity
Withdrawal of Bids
Announcements and Disclosure Obligations
Squeeze-Outs
Sanctions
Transaction Process
Acquisition of Listed Shares on the Exchange
Acquisition of Listed Shares off the Exchange
Acquisitions of Unlisted Public Companies
Securities Trading Codes
Disclosure Obligations
Reporting Requirement for ‘Major Shareholders’
Reporting Requirements for ‘Internal Shareholders’
Target Company Commitments
Due Diligence
MERGERS
Overview
Procedures
Implementation of Mergers
INVESTMENT INCENTIVES AND PROTECTIONS
General
Encouraged Investment Sectors
Encouraged Geographical Areas
Standard Investment Incentives: Tax
Standard Investment Incentives: Land
Documentation of Investment Incentives
Protections Against Expropriation or Nationalisation
Protections Against Change in Law
FINANCING
Acquisition Financing
Foreign Loans: Conditions and Registration
Foreign Loans: Tax and Transfer Pricing
Foreign Loans: Offshore Bank Accounts
Debt Limitations
Security Interests
Security Interests: General
Security Interests: Mortgages of Assets
Security Interests: Mortgages of Equity Interests
Security Interests: Guarantees
Security Interests: Land Use Rights and Assets Attached to Land
Security Interests: Security Over Future Assets
Security Interests: Registration of Security Interests
Security Interests: Foreclosure
PAYMENT, FOREIGN EXCHANGE AND REMITTANCE
General
Accounts for Acquisitions of Shares: Direct Investment
Accounts for Acquisitions of Shares:Indirect Investment
Currency of Payment: Indirect Investment
Remitting Foreign Currency: Indirect Investment
Remitting Foreign Currency: Direct Investment
Remittance: Direct Investment
COMPANY LAW AND SECURITIES LAW ISSUES
Shareholder Approvals
Regulatory Approvals
Governance Issues
Governance
Loyalty
Inside Information
Tender Offers
Form of Consideration
Financial Assistance
Purchase of Own Shares
Preference Shares
Dividend Preferences
Liquidation Preference
Hybrid Preference Shares
Shareholders’ Agreements
Restrictions on Transferability of Shares
Put and Call Agreements
Costs and Fees
Dividends
Corporate Veil
Bankruptcy
DUE DILIGENCE ISSUES
Due Diligence: The Vietnam Context
Due Diligence: Publicly Available Information
Due Diligence: Systemic Issues
Corruption
Criminal Code
Anti-Corruption Law
Gift Regulations
Money-Laundering Regulations
Environmental Laws
Product Safety Laws
Intellectual Property Rights
Distributors and Agents
Valuation Issues
Change of Control Clauses
Due Diligence of a Public Company and InsiderTrading Rules
State Secrets
Representations and Warranties
Practical Advice
LAW AND DISPUTE RESOLUTION
Governing Law
Contracts Governed by Vietnamese Law
Predictability
Unfamiliar System of Law
Confidence in the Certainty of the Contractual Bargain
Dispute Resolution: Vietnamese Courts
Dispute Resolution: Vietnamese Arbitration
Dispute Resolution: Foreign Courts
Dispute Resolution: Foreign Arbitration
Strategic Considerations
MERGER CONTROL
Background
Economic Concentrations
Relevant Market
Merger Control
Procedures and Scope of Substantive Review
Jurisdiction
Penalties
Criminal Penalties
TAXATION
Asset Acquisitions
Tax Consequences of Asset Acquisitions
Taxes
Accrued Liabilities
Carry-Forward Losses
Depreciation
Share Acquisitions
Transfer of Capital
Tax on Sale of Shares: Public Companies
Tax on Sale of Shares: Private (Non-public) Joint Stock Companies
Tax Loss Carry-Forward Rights
Structuring
Offshore Transactions
Dividend Payments
Acquisition Financing
Remittance
Registration Fee
Consolidation
Tax Treaties
Risks
Transfer Pricing
EMPLOYMENT CONSIDERATIONS
General
Structuring Employee Transfers in Vietnam
Statutory Transfer
Resignation and Re-employment
Redundancy and Re-employment
Transfer on the Basis of a Tripartite Agreement(Without Resignation)
Other Issues
ACCOUNTING
Accounting Standards
Valuation
Acquisition Accounting
Consolidation
FUTURE DEVELOPMENTS
Reform Generally
Comprehensive and Progressive Agreement for Trans-Pacific Partnership
European Union-Vietnam Free Trade Agreement
Equitisation and Sales of State Assets/CMSC
Financial Sector Consolidation
Real Estate Acquisitions
Energy
New Laws
New Competition Law
New Laws in the Pipeline
Law on Amendment to the Securities Law
Law on PPP
Law on Amendment to the Enterprise Law and the Investment Law

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Tags: Bui Thanh Tien, Tony Foster, Acquisitions, Corporate