In November 2005, the National Assembly passed two laws which will transform investment and business practices in Vietnam. The new uniform Enterprise Law (“UEL”) and common Investment Law (“CIL”), which come into force on 1 July 2006, bring all foreign, domestic and state-owned investment and corporate activities under a single regulatory regime. The CIL regulates access and entrance to the market through licensing and registration requirements. The UEL designates allowable organizational forms and regulates matters of corporate governance for both domestic and foreign enterprises, granting a more level playing field than is found under the current investment regime.

With Viet Nam on the verge of joining the World Trade Organisation, economic liberalisation measures are picking up pace. Under the US-Viet Nam Bilateral Trade Agreement (BTA) and WTO agreements, Viet Nam is obliged to open its banking sector to foreign competition. In 2004, Viet Nam took a positive step by amending the Law on Credit Institutions to permit 100 per cent foreign-owned banks to operate in Viet Nam, six years earlier than required under the BTA.

On July 1, 2006 the Unified Enterprise Law, regulating the form, organisation and governance of all enterprises, and the Common Investment Law (CIL), regulating both domestic and foreign investment, will take effect.

Under the Law on Foreign Investment, still in effect until July 1, neither party to a joint venture can exercise absolute control over the board of management of the joint venture because a management board quorum requires a representative from each party be present at the meeting.

The new Competition Law (Law) governs two types of anti-competitive activities, activities in restraint of competition and unfair competition. While foreign companies used to Western antitrust laws and trade regulations will find common aspects in this law, they should be aware of differences.

The new Competition Law was passed by the National Assembly last year and took effect on July 1. The law polices two types of anti-competitive activities: (i) activities in restraint of competition and (ii) unfair competition. While foreign companies used to Western antitrust laws and trade regulations will find that the Vietnamese Competition Law draws on common aspects of these laws, the Law is the first legislation of its type in Viet Nam and has some significant differences with Western law.

Below is a list of recent capital market and M&A deals of VILAF. 

1. International Listing by Vietnamese Issuers

In 2009, VILAF acted as issuer local counsel for the first convertible bonds listed in Singapore.

In 2010, VILAF acted as underwriter local counsel for a State owned mining company in relation to its proposed Singapore listed bonds.

In Vietnam, M&A is regulated by the Competition Law, which took effect in 2005. Certain unclear aspects have recently been discussed by the Vietnam Competition Administration Department of the Ministry of Industry and Trade for the purpose of issuing a decree for regulating M&A transactions.
VILAF has been involved in numerous M&A transactions in Vietnam over the last two years. VILAF is very pleased and honored to be recommended as one of four leading law firms in Vietnam for M&A transactions (IFLR 1000 - The Guide to the World’s Leading Financial Law Firm – www.iflr1000.com). More importantly VILAF is very proud to be the only local law firm to be in the “Tier 1” or top spot ranking for M&A transactions in Vietnam.

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