What sets M&A apart from regular investment activities is that M&A enables a company to gain control over another company through legally regulated forms between two or more enterprises to own part or all of that company.
This is seen as an inevitable trend in investment activities; it is a crucial tool for market expansion, business restructuring, and helping businesses avoid dissolution and bankruptcy.
VinaSC is a specialized provider of M&A consulting services in Vietnam.
With the goal of helping businesses find suitable partners and propose solutions that match actual business conditions, VinaSC provides comprehensive M&A consulting services, along with complete solutions and synchronized support services.
Scope of M&A Consulting Services: VinaSC will advise and support businesses in the following areas:
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Introduction and Support in Evaluating Investment Opportunities for units with market, product, and asset potential to participate in restructuring plans:
The main challenge for both domestic and foreign investors in conducting M&A transactions for business restructuring or expansion is finding investment opportunities and suitable partners.
Before making a decision to proceed with an M&A transaction, businesses need to consider several important aspects, such as:
- Types of M&A Transactions: Business acquisition, business merger, joint ventures, or other forms through stock or capital contribution purchases.
- Nature of M&A Transactions: Horizontal M&A (competitors), vertical M&A (partners), and combined M&A.
- Identification of Related Markets: Including related product markets and related geographic markets.
- Market Share and Combined Market Share of Enterprises.
- Objectives and Business Orientations of Enterprises.
- Business Scale.
- Internal Organization of the Business.
- Labor Issues.
However, researching and evaluating these aspects can be complex for both domestic and foreign investors. With a diverse network of domestic and international partners, VinaSC believes it can simplify these procedures and create favorable conditions for restructuring plans.
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Support in Evaluating and Providing Solutions for Units Needing Dissolution but with High Potential, ensuring tax procedures and tax documentation:
VinaSC places particular emphasis on analyzing tax-related issues for businesses, companies acquiring businesses, and parties involved in M&A transactions.
By reviewing, analyzing, and evaluating tax issues, businesses can assess the overall feasibility of M&A transactions and minimize potential tax risks when conducting M&A transactions in Vietnam.
When developing tax due diligence processes, the analysis should not be limited to simple tax declaration reviews. Businesses need to conduct comprehensive analyses of the company’s tax attributes, tax status, business flows, organizational ownership, locations, and business sectors.
VinaSC has strong expertise in developing processes and analyzing tax due diligence content, playing a crucial role in identifying potential tax risks in the target company.
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Providing Merger and Acquisition Services:
Based on legal regulations, VinaSC’s M&A consulting services include:
- Conducting legal due diligence to check the legal status of the business in terms of taxes, debts, labor, and business operations. This helps provide recommendations for buyers and sellers on whether to proceed with the transaction.
- Coordinating with auditors to evaluate the financial status of the business.
- Advising on the development, negotiation, drafting, and supervision of M&A contracts.
- Appointing lawyers to participate in M&A negotiations between parties.
- Advising on labor utilization plans post-M&A.
- Advising on the timeline, procedures, and conditions for asset conversion, capital contribution conversion, and share conversion of the merged business into the receiving business’s capital contribution, shares, or bonds.
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Connecting and Synchronously Supporting Other Investors in Enterprise Restructuring Transactions:
With the goal of protecting the rights and interests of businesses in M&A, VinaSC will connect and synchronously support other investors (sellers, buyers, or both) participating in M&A transactions and provide suitable solutions for arising issues during the process, creating the most favorable conditions for implementing restructuring investment plans.
Potential Risks in M&A Transactions: a) Legal Risks: These include risks during operation (temporary suspension or forced bankruptcy); risks from regulatory authorities; from legal actions by partners, and risks from intentional, unintentional, or negligent acts by management and employees, leading to lawsuits or other legal issues. Checking legal issues before deciding to acquire is essential. The basic documents that parties need to review include:
- Establishment and operation documents (Business Registration Certificate, licenses, company charter, and other necessary documents related to establishment and operation).
- Ownership capital documents.
- Personnel and organizational structure documents.
- Labor documents.
- Contracts and transactions.
- Company asset documents.
- Tax, accounting, and banking documents.
- Documents on penalties, disputes, and litigation.
- b) Financial Risks: These risks can relate to capital contributions, such as insufficient capital contributions, non-transparent business capital sources, risks regarding asset valuation inaccuracies, and debts to state agencies and partners. To check and review financial-related contents, independent auditing firms should be hired to review financial risks, and valuation firms should be hired to revalue the business’s assets.
Why Should Businesses Use VinaSC’s M&A Services?
- VinaSC has strong expertise in accessing and providing services to international investors.
- Deep understanding of the Vietnamese market: As a Vietnamese consulting firm, VinaSC thoroughly researches and understands the market, grasping business trends in Vietnam.
- VinaSC has a diverse network of domestic and international partners, including leading institutions and consultants, helping businesses find the most suitable partners and investment opportunities.
- VinaSC is committed to absolute confidentiality of information.
- VinaSC has a professional and experienced consulting team.
- VinaSC offers M&A consulting services at reasonable costs for the quality of services received by businesses.
Contact us for timely consultation and support.