Market entry into Vietnam market through merger and acquisition | ANT Consulting

 Over the past 10 years, Vietnam has always been one of the leading M&A destinations in Southeast Asia. Many international investors have chosen Vietnam as their place of business destination to set up company and apply for investment registration certificate under direct investment or acquiring shares or capital contributions through M&A.

M&A activities enable international businesses to take advantage of the existing business platforms of Vietnamese businesses to continue making investments. This helps international investors to timely grasp the changing trend of technology, legal policies, and facilities to do business, instead of rebuilding from scratch, it will take more time and effort.

Recently, the M&A market in Vietnam has been active and attractive to many investors around the world, especially in the retail and financial sectors. Many international investors have undertaken significant M&A deals in Vietnam over the years and achieved significant profits in their business.

There are many reasons for investors to choose Vietnam as a place to do business, but some of the main factors that make Vietnam attractive are political stability and its economic growth, despite the effects of the Covid-19 epidemic. In addition, with a population of 100 million people, this is considered a large consumption market, along with an abundant and high-quality labour source.

Currently, with the trend of moving production out of China, many investors have chosen Vietnam as the location of setting up company for manufacturing facilities. Rebuilding factories from scratch also makes investors time consuming and costly, therefore taking advantage of Vietnamese factories will help investors not to interrupt their production, and operate the business in a best way.

However, to be able to perform M&A activities in Vietnam, foreign businesses need to understand the Vietnamese market and partners before performing M&A. This will help investors understand the partners’ strengths and weaknesses, and outline a suitable business path after implementing M&A. In addition, to avoid unnecessary risks relating to the transaction and to the business itself, investors need to find a reputable and experienced professional consulting company that could help with market research, background check, management criminal record check, business certificate verification, corporate and individual reputation to build up confidence in doing M&A deal in Vietnam.

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Investor State Dispute Settlement between Foreign Investor and Host State under CPTPP Agreement and EVIPA Agreement

New-generation FTAs not only limit the field of goods and services but also expand regulation of scope of invesment. The majority of these FTAs include liberalization principles of investment and protection of investor through regulation on dispute settlement mechanism between investor and state (ISDS). The two agreements that have recently been paid attention to are the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) with Chapter 9 of Investment taking effect from January 14th, 2019 in Vietnam and EU – Vietnam Investment Protection Agreement (EVIPA) (from EU-Vietnam Free Trade Agreement – EVFTA) whose all member states are going to ratify before taking effect.

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Firstly, in regard to transparency rule of the dispute settlement, both of CPTPP and EVIPA have provision improving the transparency of the proceedings. Accordingly, all documents (submitted by parties, decision of arbitral tribunal) except for protected information shall be made available to the public. Hearings shall be conducted open to the public for relevant parties to attend. EVIPA has applied the UNCITRAL Transparency Rules while CPTPP does not apply this Rules but only some regulation specified in Article 9.24 (Article 9.24 of CPTPP and Article 3.46 of EVIPA).

Secondly, EVIPA has established a permanent tribunal being different with the ad-hoc tribunal in CPTPP. In EVIPA, investment tribunal system includes two tribunals: Tribunal and Appeal Tribunal. This is the first time there is permanent tribunal in a Investment Protection Agreement of Vietnam.

Thirdly, award of tribunal. In EVIPA, final award shall be obeyed by the parties without appeal, review, set aside, annulment or any other remedy. Vietnam is extended for a period of 5 years following the date of entry into force of this Agreement, or a longer period determined by the Committee. In that time, if Vietnam is the respondent, recognition and enforcement of a final award shall be conducted pursuant to the New York Convention of 1958 (Article 3.57). When 5-year period is expired, recognition and enforcement shall be conducted pursuant to ICSID Convention (without domestic procedures of recognition and enforcement). Diplomatic protection shall not be applied unless one party has failed to abide by and comply with the award (Article 3.58). Meanwhile, according to Article 9.29, CPTPP still allow revision or annulment of award. CPTPP has more enforcement mechanism than EVIPA, including ICSID Convention (without domestic procedures of recognition and enforcement), the New York Convention or the Inter-American Convention (with domestic procedures of recognition and enforcement).

Finally, both EVIPA and CPTPP improve the independence, impartiality and quality of arbitrators or members of the tribunal while issuing a code of conduct them. In EVIPA, this code of conduct is specified in Annex 11, while in CPTPP, this code is not specified but shall be provided later by contracting parties on the basis of Code of Conduct for Dispute Settlement Proceedings under Chapter 28 (Dispute Settlement) (Paragraph 6, Article 9.22 of CPTPP).

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How Financial Technologies (Fintech) Market Evolves in Vietnam?

Fintech as financial technology is innovative ways of technology in design and delivery of financial services in intermediary payment, crowdfunding, peer to peer lending, blockchain, big data, etc which have been happening in Vietnam over the last several years. It is important for the fintech companies to research and understand the Vietnam market from different perspective to have a proper market entry plan into Vietnam, taking advantage of habit of using smart phone, internet of young Vietnamese.

Changes in fintech have greatly contributed to access of financial service decrease transfer fees, enhance on clearance and simple, more convenient and effective products, control effectively expenses and incomes.

Understanding the benefits of fintech, since 2017, the Governor of the State Bank of Vietnam (SBV) established a Steering Committee on Financial Technology of the SBV, advising the Governor on solutions to improve the ecosystem, including legal framework to facilitate the development of fintech businesses in Vietnam, in line with the Government’s guidelines and orientations.

From practical perspective, fintech companies operating in Vietnam have to meet the legal requirements upon establishment license, enterprise registration certificate, service plan and obtain approval and permits. In addition, charter capital, human resources, facilities, technical infrastructure, IT system need to be considered when operating the financial technology to ensure the security for customers’ information and the safety of the whole system.

In the technology boom with the Industrial Resolution 4.0, electronic payment methods have become a popular trend all over the world. In Vietnam, this market is not really grown as much as other countries, but it is considered to be very potential.

The fintech sector in Vietnam is relatively new despite the intermediary payment companies’ appearance was from 2008. There are up to 90% in payments performed in cash in Vietnam. Concerns of applying financial technology in Vietnam includes business risk, network risk and compliance risk from stakeholders. Along with the systemic risk, operating risk increases with the scale of system expansion. The entry of fintech companies into banking sector adds to the complexity of the system, as most new fintech businesses lack of experience in information technology.

Looking at positive sign, Vietnam is currently considered as a market space to develop fintech products that meet the demand. The State Bank of Vietnam shall take many actions to support fintech companies to meet customers’ increasingly diverse needs, but it is important to stay complied with the current legal frameworks on financial technology.

Consultants and lawyers at ANT Consulting have assisted a number of investors whom are interested in fintech for a proper market entry.

ANT Consulting assists clients with Market Entry, Legal Advice, Tax Advice and Outsourcing Services in Vietnam.

We are located in Hanoi, Da Nang and Ho Chi Minh City.

Talk to our consultants at +84 28 730 86 529 or email us ant@antconsult.vn

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