This slide provides you with some insights in M&A Law in Vietnam. EU Cham in Vietnam expressed their ideas about M&A in Vietnam and our presentation shows our opinions about their views.

1. LEGAL IMPEDIMENTS
RELATED TO TRANSFER PRICE
TO MERGERS AND ACQUISITIONS IN
VIETNAM
GROUP 1 NGUYEN THI HUONG KT40A
TRAN VAN AN KT40A
NGO THI THUY LINH KT40A
KHONG THI HUONG KT40B
PHAM THI TUYET MAI KT40A

2. CONTENT BRIEF
I. BACKGROND KNOWLEDGE
II. TRANSFER PRICE ISSUE
III. OPINION ON THE ISSUE

3. I. BACKGROUND KNOWLEDGE
1. Merger
Definition
Type of Merger

4. I. BACKGROUND KNOWLEDGE
2. Acquisition
Definition
Type of acquisition
- Friendly acquisition
- Hostile acquisition

5. I. BACKGROUND KNOWLEDGE
3. Purposes of M&A
Goals of the two sides
Seller Buyer
- Discouraging because of risks
- Inability to develop business
- Lack of capital for development
- Inability to diversification products
- Disagreement among shareholders
- Losing of key personnel or strategic
customers
- Being offered for purchase at attractive
prices
- Want to develop and expand
- Opportunities of profitable growth
- Diversification products
- Acquiring competitors
- Dominating the distribution channels
- Approaching new technology
- Adjusting business strategy

6. I. BACKGROUND KNOWLEDGE
3. Purpose of M&A
Motivation
M&A
Penetrating
into new
markets
Reducing
market entry
costs
Possess
knowledge and
human assets
Reducing
competitor in
the market
Reducing costs
and improve
efficiency
Diversification
and market
expansion

7. II. TRANSFER PRICE ISSUE
1. Issue description
Legal aspect:
Vietnam’s regulation ≠ business custom
M&A licensing will be more difficult
Reality in valuation:
Vietnam's companies ≠ European companies
Purchases failed/troubled

8. II. TRANSFER PRICE ISSUE
2. Recommendation
The licensing authority cannot ‘review’ the
transfer price;
The transfer price is negotiable.

9. III. OPINION ON THE ISSUE
Regulation EU Cham’s
perspective
Vietnam’s
perspective
Purpose
The interference
of the agencies
in determining
price
Distorting basic
character of
trade
Happening only
when the
transfer price is
determined
lower than its
equity
Protecting local
infant industry
from price
squeeze
The setting a
new price of tax
agency
Making the
acquisition
losing its market
character
Consulting
specialized
organizations of
price
determination
Avoiding losing
money from tax
evasion