Drafting and Reviewing Contracts and M&A Transaction Documents

The important role of contracts in M&A transactions

In M&A (Mergers & Acquisitions) deals, contracts and transaction documents are the legal foundation that determines the rights and obligations of the parties and the conditions for the deal to be completed. A tightly drafted, clear contract will:

• Maximum protection of the interests of the buyer or seller.
• Minimize the risk of disputes and lawsuits after the transaction is completed.
• Ensure compliance with laws on investment, business, competition and tax.

On the contrary, if the contract is flawed, does not fully reflect the agreement or does not comply with the law, the business may face the risk of transaction invalidation, financial loss and reputational damage.

M&A contract drafting and review service at DEDICA

DEDICA provides comprehensive drafting and review services for all types of contracts and documents related to M&A:

Drafting M&A contracts

• Share transfer contract, capital contribution, asset purchase and sale contract.
• Agreement of principle (MOU/LOI), confidentiality agreement (NDA), shareholder agreement.
• Conditions Precedent and payment terms.
• Charter of the company after M&A, meeting minutes of the Board of Directors/Board of Directors on transaction approval.

Review and edit contracts

• Check compliance with current legal regulations (Enterprise Law, Investment Law, Competition Law).
• Detect and eliminate unfavorable, ambiguous, and potentially risky terms.
• Propose amendments to optimize customer benefits.

Drafting related legal documents

• Application for M&A approval, application for IRC/ERC adjustment (if any).
• Minutes of contract liquidation, documents proving transaction completion.
• Commitment document, guarantee, appendix adjusted according to payment schedule.

Service deployment process

Step 1. Receive information & transaction records

In the first step, DEDICA receives all information related to the transaction, including:

• Objective of the M&A deal;
• Scope and scale of transactions;
• Existing documents;
• Specific customer requirements, such as: contract language (Vietnamese, English, Chinese), type of contract to be drafted or reviewed, desired completion deadline.

This information helps DEDICA determine the scope of work, the nature of the transaction, as well as the direction to protect customer interests during the negotiation process.

Step 2. Analyze, evaluate & quote legal services

After receiving the information, DEDICA's team of M&A lawyers will proceed:

• Analyze transaction structure, determine legal basis for adjustment according to current regulations;
• Preliminary assessment of legal risks in transaction content;
• Determine complexity and workload;
• Propose optimal solutions and quote detailed legal services, including:
  • Specific scope of work;
  • Estimated completion time;
  • Transparent fees, commitment to no hidden fees.

DEDICA only proceeds to the next step after the customer agrees on the scope and cost of the service.

Step 3. Draft/Review contract details and M&A documents

After signing the service confirmation, DEDICA begins to perform the main work:

1. Draft transaction documents

• Prepare all M&A documents according to a professional structure;
• Develop clear, strict and highly enforceable terms and conditions.

2. Review and suggest corrections

• Once the customer has a draft contract or documents from the partner, DEDICA will:
  • Read - analyze - evaluate each clause, detect disadvantages or violations of Vietnamese law;
  • Make detailed amendment proposals, including a commented version and a proposal to amend the terms;
  • Consulting on negotiation strategies to achieve the most favorable terms while still ensuring feasibility and harmonizing the interests of both parties.

All drafts and edits are double-checked by the lawyer in charge and senior management, ensuring accuracy and the highest professional quality.

Step 4. Hand over results & Support transaction negotiations

After completing the document, DEDICA will:

• Hand over the completed contract or document (bilingual if required) in electronic or printed form;
• Clearly explain the content and legal impact of each term, helping customers clearly understand their rights and obligations before signing;
• Support negotiations, directly or indirectly with partners, when customers request.

DEDICA always accompanies customers from the preparation stage to signing and completing transactions, ensuring all documents are drafted and used for the right purpose, in accordance with the law, and to optimize the benefits of the business.

Benefits of choosing DEDICA

• Team of lawyers knowledgeable in M&A: many years of experience handling complex, multinational transactions.
• Clear contract, maximum protection of rights: limiting future disputes.
• Integrating multi-disciplinary consulting: business, investment, labor, tax - ensuring safe deals.
• Comprehensive support: from drafting, reviewing to negotiating and implementing post-transaction legal procedures.