THE KEY FEATURES OF VIETNAM MERGER CONTROL REGULATIONS IN VIETNAM

Understanding these key features is essential for businesses looking to undertake merger or acquisition within Vietnam’s competitive market.

1. Legal basis 

The primary legislation governing merger control in Vietnam is the 2018 Competition Law, which took effect on July 1, 2019, replacing the previous 2004 Competition Law that was in effect from July 2005 to June 2019. Two decrees have been enacted to implement the 2018 Competition Law are Decree 75/2019/ND-CP and Decree 35/2020/ND-CP.

2. Scope of application

a. Merger

The following forms of economic concentrations are regulated by the 2018 Competition Law:
+ Enterprises merging
+ Enterprises consolidating
+ Joint ventures
+ Enterprise acquisition

b.  Joint ventures

The 2018 Competition Law provides a broad definition of a joint venture, encompassing all types of joint ventures between two or more enterprises, including “greenfield” joint ventures.

3. The obligation when filing a transaction

Filing is obligatory when a transaction, regardless of its location (onshore or offshore), qualifies as an economic concentration and satisfies one of the applicable filing thresholds. Even foreign-to-foreign merger must be notified in Vietnam if they fulfill the relevant conditions. The law does not provide any exceptions.

4. Conclusion

In conclusion, Vietnam’s merger control regulations encompass several key features that aim to ensure fair competition and protect the interests of both domestic and foreign investors. The mandatory filing requirement for economic concentration transactions, regardless of their location, helps regulate the impact on competition in the Vietnamese market. The involvement of the Department of Planning and Investment (DPI) in approving foreign investments and acquisitions promotes careful scrutiny of applications, taking into account national security and public interests.

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Harley Miller Law Firm “HMLF”
Head office: 14th floor, HM Town building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.
Phone number: +84 937215585
Website: hmlf.vn
Email: miller@hmlf.vn

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