In the context of economic volatility and increasing market competition, mergers and acquisitions have become a common strategy for expanding scale, restructuring, or optimizing resources among organizations. However, this process always carries legal risks if not properly advised and executed. That is why APEX PARTNERS — a leading legal consulting firm — consistently accompanies businesses in merger and acquisition transactions to ensure safety, transparency, and efficiency.

What is Business Mergers and Acquisitions?

Mergers and Acquisitions (M&A) refer to the process of transferring all or part of a company’s charter capital, assets, rights, and obligations from the seller to the buyer. Transactions may take various forms, including:

• Transfer of shares or capital contributions
• Transfer of all assets and brand rights
• Mergers or consolidations of companies

Depending on the purpose, business sector, and legal structure of the involved parties, the form of transaction will be selected to optimize outcomes and comply with current legal regulations.

Potential Risks in Business Mergers and Acquisitions

Legal Risks

• Ownership disputes: If legal documents are unclear or multiple parties claim ownership of shares, this can lead to prolonged disputes.
• Tax debts, social insurance liabilities, and other financial obligations: If the seller does not fully disclose outstanding debts, the buyer may inherit these liabilities.
• Licensing or internal regulation issues: The business might operate without necessary licenses or fail to meet business conditions, resulting in risks of penalties.

Financial Risks

• Lack of transparency in financial reports: Practices such as window dressing or hiding debts can distort financial evaluations.
• Overvaluation of the company: Inflated valuations beyond actual worth may cause the buyer to overpay.

Operational Risks

• Key personnel leaving: This can impact stability and operational capacity after takeover.
• Corporate culture differences: May cause internal conflicts, reducing productivity and effectiveness.

Steps to Take When Buying or Selling a Business

• Legal Due Diligence: Review the legal status, including licenses, contracts, disputes, taxes, and other relevant documents.
• Financial Due Diligence: Analyze financial statements, cash flows, assets, liabilities, and accounts receivable/payable.
• Negotiation and Contract Signing: Negotiate price, payment terms, and obligations of each party.
• Post-Transfer Legal Procedures: Update business registration, legal representative, and notify tax authorities, among other required formalities.

Why Choose APEX PARTNERS for Your Business M&A Transactions?

Deep Expertise

With a team of seasoned lawyers who have participated in hundreds of M&A deals in Vietnam, APEX PARTNERS thoroughly understands the process and risks involved in each transaction.

Comprehensive Services – From A to Z

We provide full-package services including:

• Drafting and reviewing sale and purchase agreements
• Legal due diligence of target companies
• Representing clients in deal negotiations
• Supporting legal procedures and tax filings

Absolute Confidentiality

Transaction information and client data are strictly confidential at APEX PARTNERS, ensuring your company’s reputation and interests are fully protected.

Legal Knowledge — Market Insight

Combining solid legal expertise with deep understanding of Vietnam’s business environment, APEX PARTNERS helps optimize the efficiency and success of your M&A transactions.

Frequently Asked Questions (FAQs)

• Do I need to establish a new company when acquiring a business?
  Not necessarily. You can keep the existing company or merge it with your current entity.
• Do I need to redo contracts with employees and partners after acquisition?
  It depends on the form of the transaction. If the legal entity remains unchanged, it is generally not required.
• Should I acquire a loss-making business?
  Yes, if there is a clear restructuring plan and the purchase price is reasonable.

Conclusion

Business mergers and acquisitions are significant milestones that require specialized knowledge, comprehensive evaluation, and strict legal procedures. To ensure a smooth, transparent, and efficient transaction, businesses should seek support from a professional legal consulting firm like APEX PARTNERS. With our experienced team and comprehensive services, we are committed to accompanying you and providing optimal solutions for every business M&A transaction.