Vietnam's Draft Competition Law Amendments 2026, What M&A Buyers and Sellers Must Do Now

Vietnam’s competition law amendments are reshaping merger control in one of Southeast Asia’s fastest-growing M&A markets. A draft amending Law on Competition, published for public consultation in June 2026, proposes material changes to filing thresholds, review timelines, remedies and penalty exposure for parties to economic concentrations, the Vietnamese statutory term for mergers, acquisitions and consolidations governed by the current Law on Competition (Law No. 23/2018/QH14). These proposals arrive on the heels of tightened enforcement guidance and higher penalties that already took effect in May 2026, meaning deal teams face increased compliance risk on live transactions right now.

This practical playbook explains what the draft changes, what already applies, and the concrete steps buyers and sellers should take at every deal phase to avoid enforcement action.

Five-Point Quick Take

• Immediate exposure. Tightened penalties and new enforcement guidance are already in effect as of May 2026, deals currently between signing and closing need urgent review.
• Lower filing triggers proposed. The June 2026 draft proposes revised notification thresholds that would capture a wider range of transactions, including bolt-on acquisitions and minority stake purchases that previously fell below the radar.
• Broader definitions of control. Proposed new definitions of “control” and “concerted conduct” extend the regulator’s reach to indirect shareholding structures and consortium arrangements commonly used in private equity deals.
• Longer review windows and new remedies. The draft contemplates expanded Phase II review powers and a wider menu of behavioural remedies, which will increase time-to-close for complex deals.
• Gun-jumping risk is higher than ever. Combined with the May 2026 penalty guidance, the draft signals a clear enforcement priority on pre-closing conduct, deal teams should implement strict compliance protocols from the letter-of-intent stage.

Quick Primer: Current Law (Law 23/2018) and the Regulator

Yes, Vietnam has a comprehensive competition law framework. The governing statute is the Law on Competition (Law No. 23/2018/QH14), which took effect on 1 July 2019 and replaced the original 2004 Competition Law. Law 23/2018 regulates anti-competitive agreements, abuse of dominant or monopoly positions, and economic concentrations (merger control). Its implementing legislation, principally Decree 35/2020/ND-CP, sets out procedural rules, filing forms and review timelines for merger notifications.

Who Enforces Merger Control in Vietnam?

The Vietnam Competition and Consumer Authority (VCCA), operating under the Ministry of Industry and Trade (MOIT), is the primary enforcement body. The VCCA receives and reviews merger-control filings, conducts investigations into anti-competitive conduct, and issues decisions on whether economic concentrations may proceed, proceed with conditions, or be prohibited. The Vietnam Competition Council, a quasi-judicial body, handles appeals and adjudicates contested cases. Together, these institutions have progressively increased their enforcement activity since Law 23/2018 came into force, and early indications suggest the 2026 draft amendments are designed to give the VCCA even broader investigative and remedial powers.

Existing Filing Thresholds and Types of Transactions Covered

Under Law 23/2018, economic concentrations include mergers, consolidations, acquisitions and joint ventures. A notification obligation is triggered when the parties’ combined total assets, total revenue or market share in the relevant Vietnamese market meets prescribed thresholds set out in Decree 35/2020/ND-CP. Transactions that do not meet any threshold may proceed without filing. However, the VCCA retains authority to investigate any concentration that may substantially lessen competition, regardless of whether thresholds are met, a residual power that the draft competition law Vietnam proposals seek to expand significantly.

What the June–July 2026 Draft Actually Proposes, Competition Law Amendments Vietnam

The draft amending law, circulated for public comment in June 2026 via the National Assembly’s legislative programme, proposes changes across five key areas. Each has direct implications for M&A deal structuring, timeline planning and contractual risk allocation.

Filing Thresholds and Notification Triggers

The draft proposes to recalibrate notification thresholds downward and to introduce additional alternative triggers. Industry observers expect the practical effect to be a substantial increase in the number of transactions that require pre-closing notification to the VCCA. Key proposed changes include:

• Lowered asset and revenue thresholds. The draft contemplates reducing the total-assets and total-revenue figures that trigger a filing obligation, capturing mid-market transactions that currently fall below the notification line.
• New transaction-value test. A proposed alternative trigger based on deal value (purchase price) would catch acquisitions of high-value targets that have limited assets or revenue in Vietnam, a common profile for technology and renewable-energy platform deals.
• Minority stake captures. The draft expands the definition of notifiable acquisitions to include purchases of minority stakes that confer material influence, even where the acquirer does not obtain majority voting control.

Practical impact: Buyers should re-run threshold analyses on all pending and pipeline transactions using the proposed new figures. Deals previously structured as non-notifiable may now require filing under the draft merger filing Vietnam rules.

New Definitions, Control and Concerted Conduct

The draft introduces a broader concept of “control” that captures not only voting-right majorities but also the ability to exercise decisive influence through contractual arrangements, board-appointment rights, veto powers over strategic decisions or coordinated conduct among investors acting in concert. This is particularly significant for private equity sponsors that use consortium or club-deal structures and for joint-venture arrangements where indirect control is exercised through shareholder agreements rather than direct equity ownership.

Expanded Review Powers

The VCCA’s proposed expanded powers include the authority to extend Phase II review periods, to request additional information from third parties (customers, competitors and suppliers), and to conduct dawn-raid-style inspections where there are reasonable grounds to suspect gun-jumping or incomplete disclosure. The draft also contemplates the power to impose interim measures, effectively a “stop the clock” mechanism, during the review period.

Remedies and Behavioural Commitments

Under the current regime, the VCCA may approve, conditionally approve or prohibit an economic concentration. The draft law proposes to formalise and expand the menu of available remedies to include binding behavioural commitments (such as access-to-infrastructure obligations, pricing controls and non-discrimination undertakings) alongside traditional structural remedies (divestiture). Industry observers expect this to bring Vietnam’s remedies framework closer to international standards, but also to increase the complexity and duration of conditional-approval negotiations.

Extended Look-Back and Retroactivity Concerns

The draft includes provisions that would allow the VCCA to review transactions that completed within a prescribed period before the amending law takes effect, where those transactions were not notified under the current regime but would have been notifiable under the revised thresholds. This look-back power, if enacted in its current form, creates significant retroactivity risk for deals that closed without a filing in the period between announcement of the draft and its final enactment. Deal teams should document their threshold analysis for any recent transaction to demonstrate good-faith compliance with the rules in force at the time of closing.

Timelines, Remedies and Enforcement, Competition Law 2026 Comparison

The following table summarises the key differences between the current merger control Vietnam regime and the proposed changes under the June–July 2026 draft, together with the practical impact for M&A transactions.

Practical Effect on Timelines, Filing to Clearance

The combined effect of lower thresholds, broader definitions of control and extended review periods means that deal teams should build additional time into transaction timetables. Where a straightforward Phase I clearance might previously have been obtained within 30 days, the likely practical effect of the draft amendments is that complex transactions, particularly those involving state-owned enterprises, concentrated markets or foreign acquirers, may face total review periods of four to six months or longer. Long-stop dates in sale-and-purchase agreements should be calibrated accordingly.

Merger Control Penalties Vietnam, Gun-Jumping Risk and New Exposure

The tightened penalty framework is not merely prospective. Enforcement guidance issued by the VCCA in May 2026 already increases the practical risk of sanctions for failure to notify or for gun-jumping, completing or implementing a notifiable transaction before obtaining clearance. The draft competition law amendments Vietnam proposes to formalise this heightened enforcement posture in statute.

What Constitutes Gun-Jumping?

Gun-jumping in Vietnam encompasses two broad categories of conduct:

• Failure to notify. Completing a transaction that meets notification thresholds without filing with the VCCA.
• Pre-closing implementation. Taking steps that transfer effective control, integrate operations or coordinate competitive behaviour before clearance is obtained, even where a filing has been made.

Common examples include exercising board-appointment rights before clearance, sharing competitively sensitive pricing or customer information during due diligence without appropriate clean-team protocols, and issuing joint commercial communications or integrating sales forces before the VCCA decision.

Examples and Recent Enforcement Signals

While the VCCA has historically pursued relatively few formal gun-jumping cases, academic analysis of Vietnam’s enforcement trajectory suggests that the regulator has been building institutional capacity and investigative resources since 2020 with a view to more active enforcement. The May 2026 guidance, which clarifies the VCCA’s approach to calculating fines and assessing aggravating factors, is widely seen as a precursor to a more assertive enforcement programme. Early indications suggest the VCCA is reviewing a number of transactions that closed in 2025 and early 2026 without notification, particularly in the technology and financial-services sectors.

Penalty Exposure Under the Draft

The draft proposes to increase monetary penalties for non-notification and gun-jumping, with fines calculated as a percentage of the parties’ total revenue in the relevant market. Crucially, the draft also introduces the concept of individual officer liability, meaning that directors, legal representatives and compliance officers could face personal sanctions for authorising or failing to prevent a gun-jumping violation. This represents a significant escalation of risk and should prompt immediate review of compliance governance within acquirer organisations.

Immediate M&A Compliance Checklist Vietnam, What Buyers Must Do Now

Deal teams should not wait for the draft to be enacted. The combination of already-effective penalty guidance and proposed statutory changes means that compliance action is needed at every transaction phase.

Pre-LOI Phase

1. Screen every target. Run preliminary threshold analyses using both current and proposed draft thresholds. If a deal is marginal under current rules, assume it will be notifiable under the draft.
2. Identify sector-specific risks. Flag transactions in concentrated markets (banking, telecom, energy, real estate) for enhanced scrutiny and longer timeline assumptions.
3. Appoint a filing owner. Designate a named individual within the deal team responsible for competition-filing strategy, timeline management and regulator engagement from the outset.

Due Diligence Phase

1. Implement clean-team protocols. Restrict access to competitively sensitive information (pricing, customer lists, forward-looking commercial strategy) to a ring-fenced clean team with signed confidentiality undertakings.
2. Assess market-share data. Gather reliable market-share and market-definition data early, the VCCA will require this in the notification filing and may challenge the parties’ market definition during review.
3. Document threshold analysis. Retain a written record of the threshold analysis, including the data sources used and the date of assessment. This is critical evidence of good-faith compliance if the VCCA later questions whether a filing obligation existed.

Signing Phase

1. Include merger-filing conditions precedent. Draft a clear condition precedent making closing contingent on VCCA clearance (or expiry of the review period without a prohibition decision).
2. Negotiate realistic long-stop dates. Allow sufficient time for Phase I and Phase II review, including the proposed “stop the clock” mechanism. A minimum of six months from signing to long-stop is prudent for complex transactions.
3. Add gun-jumping covenants. Include express covenants prohibiting both parties from taking any action that would constitute pre-closing implementation, with specific carve-outs for ordinary-course conduct only.

Closing and Post-Closing

1. Verify clearance before closing. Do not close until written VCCA clearance (or deemed clearance by expiry of the statutory review period) is confirmed and documented.
2. Retain filing records. Maintain complete copies of all filings, VCCA correspondence and clearance decisions for a minimum of five years, longer if the look-back provisions in the draft are enacted.
3. Post-closing compliance. If clearance was granted subject to conditions or behavioural commitments, establish a compliance monitoring programme and designate a compliance officer responsible for reporting to the VCCA.

What Sellers Must Do Now, Seller-Side Checklist and Negotiation Points

The competition law amendments Vietnam proposals affect sellers as much as buyers. Sellers face disclosure obligations, potential liability exposure and, critically, the risk that a deal fails to close due to regulatory delay or prohibition, tying up assets and management attention for months.

Key Seller Actions

• Disclosure schedules. Proactively disclose market-share data, prior competition-authority interactions, existing behavioural undertakings and any pending or threatened investigations in the disclosure schedule.
• Warranties. Provide warranties confirming compliance with competition law, absence of pending investigations and accuracy of market-share representations, but negotiate materiality and knowledge qualifiers to avoid open-ended exposure.
• Reverse break fees. Negotiate a reverse break fee payable by the buyer if the deal fails to close due to the buyer’s failure to obtain VCCA clearance, particularly where the failure results from the buyer’s market position rather than the target’s.
• Conditionality caps. Push for a defined outside date (long-stop) after which either party may terminate if VCCA clearance has not been obtained, with the seller free to pursue alternative transactions.

How to Protect Sale Proceeds and Escrow Mechanics

Where a deal is subject to post-closing behavioural remedies, sellers should negotiate for full payment of the purchase price at closing, resisting holdbacks or escrow arrangements linked to the buyer’s future compliance with VCCA conditions. If an escrow is unavoidable, insist on a defined release schedule, objective release triggers and interest accrual on escrowed amounts. Indemnity obligations related to pre-closing competition-law compliance should be capped and time-limited.

Sector-Specific Notes, Finance, Real Estate, Renewables and Telecom

Certain sectors face heightened merger control risk under the competition law amendments Vietnam framework due to market concentration, regulatory overlap or state involvement.

• Banking and financial services. Transactions involving banks, insurance companies and securities firms are subject to dual regulatory approval (VCCA plus the State Bank of Vietnam or relevant financial regulator). The draft amendments do not consolidate these parallel regimes, meaning deal teams must manage two filing workstreams simultaneously.
• Real estate. Land-use-right transfers and real-estate development joint ventures may trigger filing obligations where the combined market share in a local or regional market exceeds proposed thresholds, a risk that is heightened in markets where a small number of developers hold dominant positions.
• Renewables and energy. Vietnam’s rapidly growing renewable-energy sector is attracting significant foreign investment. Transactions involving power-purchase agreements, grid-access rights or state-controlled generation assets are likely to face enhanced VCCA scrutiny, particularly given the state’s role as both regulator and market participant.
• Telecom. The telecom sector remains highly concentrated, with three major operators controlling the majority of the market. Any acquisition of a meaningful stake in a telecom operator or infrastructure provider is almost certain to require notification and may face extended Phase II review.

SOE and State-Monopoly Holdings

Transactions involving state-owned enterprises (SOEs) or equitised former SOEs require particular care. The VCCA may apply heightened scrutiny where the acquirer would gain control of assets previously held by the state, and the draft amendments include provisions that could require approval from the relevant state-ownership authority in addition to VCCA clearance. Deal teams should identify SOE involvement at the earliest stage and factor in additional approval timelines.

Drafting Annex, Model Clause Snippets and Filing Timeline

The following model clauses are provided as starting points for deal teams. All drafting should be reviewed and adapted by qualified Vietnamese competition-law counsel.

Model Clause 1, Merger Filing Cooperation

“Each Party shall cooperate fully and in good faith with the other Party in preparing and filing all notifications, submissions and responses required under the Law on Competition of Vietnam, and shall use its reasonable best efforts to obtain clearance from the Vietnam Competition and Consumer Authority as promptly as practicable.”

Model Clause 2, Gun-Jumping Covenant

“From the date of this Agreement until Closing (or earlier termination), neither Party shall, and each Party shall procure that its Affiliates shall not, take any action that would constitute implementation of the Transaction prior to the receipt of merger-control clearance from the VCCA, including without limitation exercising any voting rights, appointing or removing any directors, or integrating any commercial operations of the Target.”

Model Clause 3, Suspension and Conditionality

“Completion of the Transaction is conditional upon the VCCA issuing a decision approving the economic concentration (or the expiry of the statutory review period without the VCCA having issued a prohibition decision). If VCCA clearance has not been obtained by the Long-Stop Date, either Party may terminate this Agreement by written notice to the other.”

Filing Timeline Template

Conclusion and Next Steps

The competition law amendments Vietnam is advancing through the June–July 2026 draft represent the most significant overhaul of merger control since Law 23/2018 took effect. With tightened penalties already in force and broader filing obligations on the horizon, every M&A deal with Vietnam exposure requires a fresh compliance review, whether the transaction is at the LOI stage, in due diligence or approaching closing. Buyers and sellers who act now to adjust threshold analyses, strengthen contractual protections and build regulatory timelines into deal planning will be best positioned to navigate the new regime without delay or penalty.

For specialist guidance on merger filing strategy, gun-jumping risk mitigation or deal structuring in Vietnam, consult a qualified Vietnam M&A lawyer with direct competition-authority experience.

Sources

1. Thư Viện Pháp Luật, English text of Law 23/2018/QH14 on Competition
2. WIPO, WIPOLEX entry for Law No. 23/2018/QH14
3. Vietnam Competition and Consumer Authority (VCCA)
4. ANU OpenResearch, Vietnam Competition Law Analysis
5. National Assembly of Vietnam
6. Ministry of Industry and Trade (MOIT)