LaweTalk

17/01/2026

02/02/2025

𝐋𝐞𝐠𝐚𝐥 𝐂𝐨𝐧𝐬𝐢𝐝𝐞𝐫𝐚𝐭𝐢𝐨𝐧𝐬 𝐢𝐧 𝐂𝐨𝐦𝐩𝐥𝐞𝐭𝐢𝐨𝐧 𝐀𝐜𝐜𝐨𝐮𝐧𝐭𝐬 𝐌𝐞𝐜𝐡𝐚𝐧𝐢𝐬𝐦 𝐢𝐧 𝐕𝐢𝐞𝐭𝐧𝐚𝐦 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐌&𝐀 𝐃𝐞𝐚𝐥𝐬

In the context of share or equity valuation within Vietnamese companies, several valuation methodologies can be utilized. Among the most prevalent methods are the discounted cash flow (DCF) analysis and the application of earnings multiples. However, the determination of a definitive enterprise value is often impractical at the juncture of executing the acquisition agreement and completing the transaction. Consequently, the definitive agreements entered into by the parties typically encapsulate their consensus on the valuation method to be employed and the corresponding payment mechanism. In private share transactions, the completion accounts mechanism and locked box mechanism are frequently adopted for settlement of the purchase price.

This article examines the legal implications and potential risks inherent in the completion accounts mechanisms, as construed under Vietnamese law.

Introduction In the context of share or equity valuation within Vietnamese companies, several valuation methodologies can be utilized. Among the most prevalent methods are the discounted cash flow (DCF) analysis and the application of earnings multiples. However, the determination of a definitive en...

27/10/2024

𝐔𝐧𝐝𝐞𝐫𝐬𝐭𝐚𝐧𝐝𝐢𝐧𝐠 𝐥𝐞𝐠𝐚𝐥 𝐝𝐮𝐞 𝐝𝐢𝐥𝐢𝐠𝐞𝐧𝐜𝐞 𝐬𝐤𝐢𝐥𝐥𝐬 (𝐏𝐚𝐫𝐭 2)

In this part, let's delve into the determination of key focus areas for legal due diligence and the importance of an information request list.

&A

Determining Key Focus Areas in Legal Due DiligenceA pivotal element of legal due diligence is the capacity to swiftly and accurately analyse extensive information. Legal practitioners are tasked with the examination of contracts, financial statements, compliance documents, and other pertinent record...

29/09/2024

𝐔𝐧𝐝𝐞𝐫𝐬𝐭𝐚𝐧𝐝𝐢𝐧𝐠 𝐥𝐞𝐠𝐚𝐥 𝐝𝐮𝐞 𝐝𝐢𝐥𝐢𝐠𝐞𝐧𝐜𝐞 𝐬𝐤𝐢𝐥𝐥𝐬 (𝐏𝐚𝐫𝐭 1)

Mastering legal due diligence is essential for accurately assessing potential risks and liabilities in business transactions such as mergers and acquisitions, investments, and financing. Despite its importance, proficiency in these skills is frequently overlooked in legal education in Vietnam, leaving lawyers, trainees, and paralegals to navigate these complex waters without formal training. A crucial mistake often made during due diligence is assuming uniformity in skills needed across different transactions, resulting in ineffective preparation.

This article delves into optimising the due diligence process by sharing some techniques that may enhance the legal due diligence skills for legal practitioners.

&A

Blog author: Nguyen Mai Phuong (Mina)

Introduction Legal due diligence is an indispensable procedure in the evaluation of potential risks and liabilities associated with business transactions, especially in the realms of mergers and acquisitions (M&A), investments, and financing transactions. This process requires a thorough assessment....

13/07/2024

Lâu lâu mở sổ tay ra xem. Thấy mình đọc nhiều lắm, ghi chú nhiều lắm mà sao xem lại cứ như mới ấy😅

28/06/2024

🌿 𝐄𝐱𝐩𝐥𝐨𝐫𝐢𝐧𝐠 𝐭𝐡𝐞 𝐆𝐚𝐫𝐝𝐞𝐧 𝐋𝐞𝐚𝐯𝐞: 𝐀 𝐂𝐨𝐦𝐩𝐚𝐫𝐚𝐭𝐢𝐯𝐞 𝐒𝐭𝐮𝐝𝐲 𝐀𝐜𝐫𝐨𝐬𝐬 𝐃𝐢𝐟𝐟𝐞𝐫𝐞𝐧𝐭 𝐉𝐮𝐫𝐢𝐬𝐝𝐢𝐜𝐭𝐢𝐨𝐧𝐬 🌿

Navigating the complexities of employment agreements and transitions can be challenging. This insightful article delves into the concept of Garden Leave, examining its application, implications, and variations across different legal landscapes. Whether you're an employer, HR professional, or employee, understanding these nuances is crucial for ensuring smooth transitions and legal compliance.



Read the full comparative study here:

In the dynamic world of employment, the concept of "garden leave" has emerged as a critical tool for employers seeking to safeguard their interests during the transition period when an employee departs. This analysis delves into the legal underpinnings, enforceability, and practical implications of....

09/06/2024

Are you a law student or legal practitioner in civil law jurisdictions like Vietnam who is looking for a book specialised in English contract law? Here are some thoughts on how to select the suitable books on English contract law.

Navigating the vast landscape of English contract law literature can be a challenging task, especially for law students and practioners in civil law jurisdictions like Vietnam. With the common law system in England relying heavily on case law alongside statutory provisions, it is essential to identi...

26/05/2024

𝐍𝐀𝐕𝐈𝐆𝐀𝐓𝐈𝐍𝐆 𝐓𝐇𝐄 𝐋𝐀𝐖 𝐅𝐈𝐑𝐌 𝐈𝐍𝐓𝐄𝐑𝐕𝐈𝐄𝐖: 𝐒𝐓𝐑𝐀𝐓𝐄𝐆𝐈𝐄𝐒 𝐅𝐎𝐑 𝐒𝐔𝐂𝐂𝐄𝐒𝐒

Please check this recent blog post where I have shared some tips about job interview with law firms.

Securing a position at a reputable law firm is a coveted goal for many aspiring legal professionals, whether they are experienced practitioners or recent law graduates. The interview process can be daunting, but with the right preparation and strategic approach, candidates can increase their chances...

10/05/2024

Welcome to Mina's personal blog, housed at https://lawetalk.com/ , where I will be sharing a unique blend of legal insights and life experiences!

As a passionate legal professional with years of experience in the field, I have always believed in the power of storytelling and personal reflection to enrich our understanding of the law and its impact on our lives. Through my blog, I aim to offer readers a fresh perspective on legal issues, informed by real-world experiences and observations.