Consulting on M&A Transaction Structure

Why is M&A transaction structure important?

In M&A (Mergers & Acquisitions) deals, choosing the right transaction structure is the deciding factor in the success, costs, taxes and legal risks of the entire deal. A scientifically designed trading structure helps:

• Minimize tax obligations and additional costs.
• Optimize control of the buyer or seller.
• Ensure compliance with legal regulations on investment, businesses and securities.
• Shorten the time to approve and complete transactions.

On the contrary, incorrect structure or lack of calculation can lead to disputes, refusal of licensing, or loss of economic benefits after the transaction ends.

M&A transaction structure consulting service at DEDICA

DEDICA provides comprehensive M&A transaction structure design consulting services, helping customers achieve strategic goals and optimize efficiency:

Analyze and propose trading models

• Evaluate M&A forms: share purchase, asset purchase, consolidation, merger.
• Analyze the pros and cons of each option in terms of legal, tax and administration.
• Propose optimal structure for both buyers and sellers.

Tax and financial consulting

• Consulting on how to allocate transaction value to optimize corporate income tax and personal income tax.
• Determine tax obligations arising during and after the transaction.
• Proposing solutions to prevent transfer pricing and related transaction risks.

Consulting on legal compliance and licensing procedures

• Check conditions for conditional business lines and foreign ownership restrictions.
• Instructions for applying for M&A approval under the Investment Law 2020, Competition Law 2018.
• Drafting contracts and agreements related to transaction structure.

Support negotiation and implementation

• Participate in negotiations to protect customers' interests.
• Coordinate with financial and audit experts to ensure a feasible transaction structure.
• Monitor the implementation process until legal procedures are completed.

M&A Transaction Structure Consulting Process at DEDICA

Step 1. Receive information & determine trading goals

In the initial step, DEDICA works directly with customers to determine:

• Strategic goals of the M&A deal;
• Scope and form of M&A;
• Structure of participating parties: buyer, seller, target company, intermediary, or third investor;
• Specific factors of the deal: foreign elements, conditional industries, or require approval from management agencies.
   

After receiving the information, DEDICA will preliminarily assess the scale, legal scope and transaction risks, and send a transparent legal service quote, including scope of work, expected time and appropriate costs.

Step 2. Legal appraisal & transaction structure analysis

This phase is the focus of the M&A structuring consulting process. DEDICA's team of lawyers will conduct:

1. Legal Due Diligence

• Check all legal records of the target company;
• Assess existing and potential legal risks, such as: disputes, violations of law, tax debt, or transfer restrictions;
• Provide detailed comments on the legal status, validity and impact on the deal.

2. Deal Structuring consulting

Based on the appraisal results, DEDICA proposes the optimal transaction structure, including:

• Form of transfer;
• Pricing and payment methods;
• Allocation of risks and liabilities between parties;
• Tax plans and investment benefits, ensuring compliance with Vietnamese regulations and international practices;
• Legal roadmap: determine the procedures that need to be carried out before - during - after the transaction, including IRC, ERC, or sub-licenses (if any).

Step 3. Support negotiating & signing M&A contracts

After determining the optimal structure, DEDICA supports customers throughout the entire process of negotiating and signing transactions, specifically:

• Draft and review transaction documents.
• Support customers in negotiating key terms;
• Represent or accompany in meetings and negotiations, ensuring that customers' interests are maximally protected;
• Check the legality of the contract and preconditions, helping the transaction take place smoothly and legally.

Step 4. Complete the transaction & related administrative procedures

• Carry out necessary administrative procedures to complete transactions/business restructuring.

Benefits of choosing DEDICA

• Deep expertise in M&A: a team of experienced lawyers in complex deals.
• Strategic, flexible solutions: suitable for each customer's business goals.
• Maximum protection of rights: minimize dispute risks, optimize economic benefits.
• Full package support: from structural design to implementation and post-M&A.