PRACTICE AREAS
M&A
We advise domestic and international clients on complex, cross-border Mergers & Acquisitions across Singapore and Vietnam. Balancing strategic commercial structuring with deep regional expertise, we guide strategic buyers, private equity firms, and founders through every stage of the deal lifecycle — from initial due diligence to successful closing and integration.
Our Core Expertise
Buy-Side & Sell-Side Advisory
Structuring public and private mergers, acquisitions, share purchases, and asset disposals.
Legal Due Diligence
Conducting rigorous, sector-specific risk assessments covering corporate compliance, regulatory alignments, material contracts, and liability exposure.
Transaction Documentation
Drafting and negotiating complex Share Purchase Agreements (SPAs), Shareholders' Agreements (SHAs), disclosure letters, and transitional services arrangements.
Regulatory & Antitrust Clearance
Navigating merger control filings, foreign ownership limitations, and securing mandatory approvals from sector-specific watchdogs.
Navigating Singapore
Regulatory & Antitrust Scrutiny
The Competition and Consumer Commission of Singapore (CCCS) closely monitors mergers that may substantially lessen competition. Highly regulated sectors like telecom, media, and energy require strict pre-approval from industry watchdogs.
SIRA & Investment Controls
The Significant Investments Review Act (SIRA) requires buyers to meticulously audit whether a target company is classified as a "critical entity" to avoid unexpected post-closing national security interventions.
ESG & Data Compliance Hurdles
Due diligence must now heavily scrutinize target alignment with strict Personal Data Protection Act (PDPA) standards and Singapore's evolving corporate sustainability reporting mandates.
Sophisticated Risk Mitigation
Singapore allows for advanced transaction structuring, including the widespread integration of Warranty & Indemnity (W&I) insurance and highly secure escrow mechanisms to manage post-closing liabilities.
Unrivaled Legal Predictability
Operating under a trusted English common law framework ensures maximum contractual certainty in SPAs and SHAs. It remains the premier jurisdiction for consolidating regional acquisitions ahead of an IPO or strategic exit.
Navigating Vietnam
Broad Merger Control Thresholds
The Vietnam Competition and Consumer Authority (VCCA) enforces wide-reaching notification triggers based on total assets, revenue, or market share. Navigating the pre-merger clearance process can significantly extend transaction timelines.
Foreign Ownership Limits (FOLs)
Depending on the target's specific business lines, strict statutory caps dictate the maximum equity percentage a foreign investor can hold, often necessitating joint-venture governance models with local partners.
Complex Closing Adjustments
Post-closing administrative steps — such as registering share transfers with the Department of Planning and Investment (DPI) and navigating strict State Bank foreign exchange accounts — can delay the formal release of funds.
High-Growth Consolidation Market
Driven by generational succession planning in local family businesses, Vietnam offers unmatched, high-yield acquisition opportunities in renewables, manufacturing, retail, and digital technology.
Adoption of International Deal Standards
Cross-border M&A practices in Vietnam are increasingly adopting global standards. For offshore structures, international lenders and buyers can effectively utilize foreign governing laws and international arbitration such as SIAC.
