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Corporate and M&A

Providing legal support for the operations of Vietnamese businesses including foreign invested businesses and M&A has been at the core of our practices. We have extensive experience working with major international and domestic corporations in general corporate and regulatory matters ranging from corporate, commercial, tax, compliance, labor, IP and international trade matters. TNP Lawyers supports its clients during the licensing process and keep our clients updated on these changes.

Our lawyers have assisted many foreign investors in establishing and maintaining their legal/commercial presence in Vietnam through a variety of vehicles, including representative offices, wholly foreign-owned companies, joint venture entities and business cooperation contracts. TNP Lawyers advises clients making direct investments into Vietnam. Clients must obtain the correct licenses from the competent authorities and comply with both Vietnamese and foreign legislation. Given that the local Vietnamese laws, regulations and procedures change constantly, are not transparent and complex. We also regularly advise clients on their commercial arrangements, conduct due diligence, advise on local issues, and draft transaction documents.

Our lawyers have extensive experience working with major international and domestic corporations in general corporate and regulatory matters ranging from tax, compliance, labor, environment and intellectual property and international trade matters including anti-dumping.

WE CAN ASSIST WITH THE FOLLOWING:

  • Incorporation and licensing services, including pre-licensing/set-up considerations, foreign investment approval applications, incorporation, and post-licensing requirements;
  • Advice on corporate structuring and governance matters;
  • Drafting corporate constitutional documents, such as company charter and board resolutions;
  • Corporate secretarial services;
  • Notarial Services.

Our lawyers have extensive experience in advising on:

  • Business sales and purchases;
  • Due diligence;
  • Consolidations and restructurings;
  • Joint ventures;
  • Purchase of assets;
  • Acquisition of share capital;
  • Establishment of new companies and businesses;
  • Distributorship, agency and franchise arrangements;
  • Regulatory issues including Directors’ duties;
  • Other related matters.

We advise listed and private companies and their subsidiaries, joint ventures, shareholders and high net worth individuals and investors involved in a wide range of M&A activities across a wide range of sectors.

TNP Lawyers has advised on various high profile complex cross-border M&A transactions which have been made possible by strategic and pre-emptive pre-deal restructuring. We advise on all types of commercial agreements, reviews contracts from both Vietnamese and foreign law perspectives.

TNP Lawyers anticipates potential roadblocks and enhances deal certainty by providing sector specific advice on transactions, regulatory requirements and investment policy. We structure investments by combining legal and tax expertise with an intimate understanding of risk allocation and exit considerations.

 

Contact us for our Capability Statement

OTHER PRACTICE AREAS

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Investment Advisory
TNP Lawyers has extensive experience in and outside Vietnam in connection with a wide range of matters. Our lawyers have assisted many foreign investors in establishing and maintaining their legal/commercial presence in Vietnam through a variety of vehicles, including representative offices, wholly foreign-owned companies, joint venture entities, and business cooperation contracts.
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Labour and Employment
TNP Lawyers regularly provides support to clients in advising on employment law, drafting internal labour rules, labour contracts, compensation structures, assistance in employment litigations and related issues .We are developing and expanding the principles of labor and employment law in Vietnam, acting at the forefront of negotiations and settlements, and arguing cases at every level of courts in Vietnam.
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Dispute Resolution
TNP Lawyers combines insightful and thorough legal analysis with a practical approach so we can resolve disputes promptly with minimum disruption to commercial relationships. We offer a preeminent dispute resolution services with a special focus on international commercial matters, arbitration & various courts. Handling high-profile and complex litigation, our firm’s renowned litigation lawyers and solicitors offer full service to national and international businesses, organizations, and individuals.
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Real Estate
TNP Lawyers provides advice on real estate and construction matters. Our team has extensive experience in advising foreign developers on real estate projects, including structuring real estate transactions, drafting real estate joint venture agreements, drafting land purchase agreements, booking contracts, lease, and long-term lease agreements, sale and purchase agreements for residential units, and assisting in negotiation with Vietnamese developers.
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In-house Counsel Service
This unique service is specially designed for enterprises who are seeking for an optimal legal solution for their daily business operation and transaction. The Monthly Retainer Fee is extremely suited with the Clients as the enterprises which have been incorporated for awhile but had no legal department to deal with an arising legal issue and therefore, need a professional law firm to support. Under this type of service, we will act as the separate legal department of your company, and be responsible for providing a legal solution in your daily business operations, and to ensure strict compliance to Vietnam laws.
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Family Law
When a legal issue arises involving a family, the situation must be carefully handled. Our lawyers understand that family law matters must be dealt with in a sensitive manner to preserve the dignity and privacy of the individuals involved. TNP Lawyers advises families on divorce and associated matters in Vietnam, often involving international considerations.
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Intellectual Property
Our team assists clients with various intellectual property issues involving trademarks, copyrights, patents, trade secrets, technology transfers, licensing and enforcement of intellectual property rights.
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Taxation
The complex and ever-changing environment of Vietnamese tax regulations and requirements are challenging for corporate taxpayers to ensure their tax compliance and tax risk management in all business aspects. TNP Lawyers can thus provide our clients with appropriate tax advice.
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Insolvency & Restructuring
TNP Lawyers specializes in a wide spectrum of insolvency administrations, complex restructurings and bankruptcies. We have advised some of the large names in many industries in Vietnam on pre-emtpive pre-deal restructuring or restructuring related to insolvency and winding-up proceedings.
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Legal & Compliance Training
This is one of the activities associated with our commitment and dedication to contribute to the community. Training is also one of the areas where some of our leading lawyers are really excellent at. The training we do for the legal industry is not only about legal knowledge, but it’s also about the skills, the integrity and the passion for doing the legal job.
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Immigration & Residency
We offer clients included individuals and corporations unrivaled services in connection with immigration and residency matters. For clients coming to Vietnam for business, study, vacation, marriage or seeking a permanent presence in Vietnam, we are able to assist with issues and applications relating to visas, an extension of stays, marriage certificates, etc..
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Technology
With the advent of Vietnam as a rising star for IT and high-tech, TNP Lawyers has served as counsel in connection with some of the largest transactions to close in recent years in a range of TMT sub-sectors. Our technology practice is a transactional-based practice that addresses the issues that arise when companies develop, license, acquire, or sell information technology and computer-related products and services, including:
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Debt Recovery
Industry leading specialists in all key areas of debt recovery and litigation. Gathering experience in handling debt for banks and large enterprises, TNP Lawyers is fully capable, skillful, and persistent to recover the most difficult debts owned to individual(s), enterprises and banks. We can therefore help clients have sufficient cash flow for their business activities.
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Healthcare, beauty & medical
Healthcare & life sciences are industries with extended credentials in Vietnam for TNP Lawyers. Our clients include most of international pharmaceuticals companies who have invested in Vietnam, hospitals, medical devices manufacturers.
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Manufacturing, Retail & Logistics
TNP Lawyers’ extensive expertise in the industry, manufacturing, retail, and logistics sectors is a testament to their deep understanding of these critical areas, which are increasingly integral to the global supply chain. Their clients’ experiences reflect not only the shifting dynamics of local and international markets but also how these sectors have adapted to modern demands and technological advancements.