TIN & PARTNERS · MERGERS & ACQUISITIONS
Beyond the agreed price: what the transaction means for you.
An agreed price is only one part of a transaction. A buyer needs to understand what is being acquired and the liabilities that may come with it. A seller must consider payment, disclosure and the obligations that remain after exit. For a minority investor, governance and exit rights can be as important as the initial investment. As information emerges and negotiations develop, the proposed structure, terms and conditions may need to change.
At Tin & Partners, we act as legal counsel for buyers, sellers, investors and shareholders in transactions involving businesses in Vietnam. We advise and represent our client from their position in the deal, helping assess the proposed structure, identify material legal issues and develop an appropriate negotiating position. Our involvement may include due diligence, seller preparation, transaction negotiations, documentation, approvals and completion. Whether acting for a buyer or a seller, our work is directed toward the objectives and interests of the client we represent.
YOUR POSITION IN THE DEAL
The same transaction, with different legal priorities.
Buyers & investors
When acquiring, investing or partnering.
- Acquiring shares or capital interests Review the target interests, acquisition terms and proposed transfer structure.
- Acquiring a business or selected assets Clarify the business or assets included and the related transaction documents.
- Making a minority investment Review investor protections, governance rights and exit arrangements.
- Forming a joint venture or strategic partnership Address the investment structure, shared decisions and partner responsibilities.
- Combining businesses or increasing control Review the proposed combination and changes to ownership and governance.
Sellers & shareholders
When selling, divesting or bringing in investment.
- Selling part or all of an investment Clarify the interests being sold, sale terms and completion arrangements.
- Disposing of a business or assets Review the transfer scope, retained obligations and supporting documents.
- Bringing in a new investor Review investment terms and the resulting shareholder arrangements.
- Preparing a company for sale Organise transaction records and identify matters for review before sale.
- Retaining a stake after the transaction Address continuing governance rights and relationships after completion.
OUR APPROACH
Legal advice and representation tailored to your position in the transaction.
We begin by understanding the client’s role, commercial objectives and the current stage of the transaction. A buyer may need to investigate the target, assess liabilities and negotiate protections before committing. A seller may need to prepare disclosures, address findings and negotiate payment certainty and limits on continuing liability. We help translate these priorities into transaction structures, negotiating positions and contractual terms. As the deal develops, we advise on emerging issues, represent the client in discussions and negotiations within the agreed mandate, and support the legal steps needed for completion. We work alongside financial, tax and other specialist advisers where relevant.
Our Work May Include
- Transaction Assessment & Structuring: Review the proposed acquisition, investment or sale, compare legal structures and identify ownership, control, approval and implementation considerations that may affect the deal.
- Buyer and Seller Representation: Represent the client in transaction discussions and negotiations within the agreed mandate, address proposals from the counterparty and help advance the client’s position on key terms and unresolved issues.
- Legal Due Diligence: Review agreed corporate, licensing, contractual, employment and asset matters, linking material findings to negotiation priorities, contractual protections and actions before or after completion.
- Seller Preparation & Disclosure: Review transaction readiness, organise relevant legal records and support disclosures and responses to buyer enquiries, with attention to seller obligations and potential continuing exposure.
- Transaction Documents & Risk Allocation: Draft, review and negotiate term sheets, share or asset purchase agreements, shareholders’ agreements and joint venture documents, including payment terms, warranties, indemnities, liability limits, governance and exit rights.
- Regulatory Approvals & Consents: Assess applicable foreign investment, competition and sector requirements, and handle agreed regulatory filings, corporate approvals and consent processes with third parties where required.
- Signing & Closing Support: Prepare completion documents, track outstanding conditions and support ownership transfers, governance changes and related legal actions within the agreed scope.
Support for the entire transaction or a defined workstream.
We can act as legal counsel throughout the transaction or support a defined workstream, including due diligence, negotiations, transaction documents or regulatory approvals, alongside your internal team, international counsel and other advisers.