Drafting and negotiation of share purchase and shareholders’ agreements
Well-drafted transaction documents are the cornerstone of a successful M&A deal. In Vietnam, share purchase agreements (SPAs) and shareholders’ agreements must be carefully structured to reflect local legal requirements while protecting commercial interests and aligning with international transaction standards.
CyraLaw Insight advises clients on the drafting, review, and negotiation of SPAs and shareholders’ agreements to ensure legal enforceability, risk allocation, and deal certainty.
Share Purchase Agreements (SPA)
We draft and negotiate SPAs that accurately capture the commercial understanding of the parties and address transaction-specific risks.
Our SPA services include:
- Transaction structure and scope definition
- Purchase price mechanisms (fixed price, completion accounts, earn-outs)
- Conditions precedent and regulatory approvals
- Representations and warranties tailored to due diligence findings
- Indemnities, limitation of liability, and survival periods
- Closing mechanics and post-closing obligations
- Termination rights and dispute resolution clauses
Our SPAs are designed to be enforceable under Vietnamese law while remaining aligned with international deal practices.
Shareholders’ Agreements
For post-acquisition governance and long-term cooperation, we structure shareholders’ agreements that provide clarity, control, and exit certainty.
We advise on:
- Governance and decision-making rights
- Reserved matters and veto mechanisms
- Board composition and management authority
- Dividend policies and funding obligations
- Share transfer restrictions and exit strategies
- Drag-along, tag-along, and pre-emption rights
- Deadlock resolution mechanisms
These agreements are carefully coordinated with company charters and licensing requirements to avoid conflicts and enforceability issues.
Negotiation Strategy & Deal Support
We actively support clients throughout the negotiation process, balancing legal protection with commercial feasibility.
- Negotiation of key risk allocation clauses
- Alignment of transaction documents with due diligence findings
- Cross-border negotiation support with foreign counterparties
- Managing cultural and legal differences in deal execution
Our approach focuses on achieving commercially workable solutions without unnecessary complexity or deal delays.
Regulatory Alignment & Post-Closing Compliance
We ensure transaction documents are structured to support regulatory approvals and post-closing implementation.
- Alignment with IRC/ERC amendment requirements
- Capital contribution and ownership registration
- Governance implementation and compliance monitoring
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