Key Terms and Conditions in M&A

For M&A contracts, the content of contract often prefers towards the buyer. Dragon Law Firm with high experience lawyers supporting in M&A services offers to our Clients some solutions to ensure the legal rights and interests ...

Dragon Law Firm with professional lawyers supporting in M&A services offers to our Clients some solutions to ensure the legal rights and interests and the transactions can be carried out, enterprises need to be aware of the following terms:

1. Entity:

Stating the information of the parties, such as enterprise name, headquarter address, name and title of representative, ID card number (or passport) of the representative, tax code ... according to enterprise registration certificate or investment certificate. When entering into the contract, the parties can contact and ask partner to provide a copy of the enterprise registration certificate or investment certificate to make sure the right information and the competent signing.

2. Transfer pricing:

Enterprises should state the total value of contract, note that the payment currency is Vietnam dong, except some cases the State allows the use of foreign exchange in the Vietnamese territory.

3. Modes and time of payments:

The parties need to state the method of payment (bank transfer or cash) and payment time with the amount of money in each stage. To ensure safety, the parties should request a competent prestigious organization with the intermediary financial services. This third party will come forward to ensure that parties in the contract who implements their legal agreements.

4. Condition, time limit on the transfer of property:

The buyer should clearly prescribe the attached conditions and specific time in the process of M&A for the seller to perform its obligations in the transfer of property, stock and shares under the provisions of the contract.

5. Legal rights and obligations of the parties:

The party needs to detail the obligations before, during and after the period of the implementation of the contract as well as specify time of termination.

6. Terms of bound responsibility:

Each party may estimate the situation in which the other party may apply to non-performance of contracts which drafted the relevant provisions, such as the responsibility of the buyer to non-payment; responsibility of the seller when it does not transfer the object of contract time limit for performance of contracts as effectiveness, termination …

7. Provisions of dispute resolution:

Disputes can be presented to competent Court or commercial arbitration for resolution.

8. Declarations and commitments of parties to enterprise status:

Contract provisions need require that the seller has to determine and undertake to the debts of the enterprise. This is to limit the risk and disputes for the purchaser. In addition to the above-mentioned basic terms, enterprises should also note some problems such as: the principle of cooperation; employer plans; noting that some phrase like "except for minor deficiencies without causing damage or legal responsibility for," "contract ended when the parties complete the tasks and obligations principled in the contract" ...

For more detail, kindly contact to high experience lawyers in Vietnam at Dragon Law Firm at:

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