Legal due diligence and risk assessment
Legal due diligence is a critical foundation of any successful merger or acquisition. In Vietnam’s evolving legal and regulatory environment, undiscovered risks can significantly impact transaction value, deal structure, and post-acquisition operations.
CyraLaw Insight conducts thorough legal due diligence and risk assessments to help buyers, investors, and sellers identify, quantify, and manage legal risks before entering into binding transactions.
Scope of Legal Due Diligence
We perform comprehensive legal reviews tailored to the transaction type, industry, and investor objectives.
Key areas of review include:
1. Corporate & Ownership Matters
- Legal status and incorporation history
- Charter, licenses, and regulatory approvals
- Shareholding structure and capital contribution compliance
- Share transfer restrictions and encumbrances
- Corporate governance and decision-making authority
2. Regulatory & Licensing Compliance
- Business lines and conditional sector compliance
- Investment licenses and foreign ownership limits
- Operational permits and regulatory approvals
- Ongoing reporting and compliance obligations
3. Contracts & Commercial Arrangements
- Material contracts, customer and supplier agreements
- Change-of-control provisions and termination risks
- Distribution, agency, franchise, and service contracts
- Related-party transactions and exposure
4. Employment & Labor Matters
- Employment contracts and internal labor regulations
- Compliance with labor laws and social insurance
- Key employee retention and non-compete obligations
- Labor disputes and potential liabilities
5. Assets, IP & Technology
- Ownership and registration of intellectual property
- Licensing, technology transfer, and data protection
- Real estate use rights, leases, and encumbrances
6. Litigation & Dispute Exposure
- Pending or threatened litigation and arbitration
- Administrative penalties and regulatory investigations
- Historical compliance breaches and remediation status
Risk Assessment & Deal Impact Analysis
Beyond identifying issues, we assess the legal and commercial impact of each risk.
- Risk classification (high / medium / low)
- Financial and operational impact assessment
- Regulatory feasibility and remediation timelines
- Deal-breaker identification and negotiation leverage
We present findings in clear, actionable reports designed for decision-makers.
Due Diligence Reporting & Recommendations
Our due diligence reports include:
- Executive summaries for management and investors
- Detailed issue analysis with legal references
- Practical risk mitigation strategies
- Recommendations for transaction structuring, pricing, and conditions precedent
Integration with Transaction Strategy
We work closely with clients and financial advisors to ensure due diligence findings directly inform transaction execution.
- Input into SPA terms, representations and warranties
- Indemnities, escrow mechanisms, and price adjustments
- Post-closing compliance and integration planning
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