Case Overview

A European private equity firm sought to acquire a majority stake in a Vietnamese joint-stock company operating in the logistics sector. The transaction required foreign ownership approval, due diligence on compliance status, and post-acquisition restructuring for operational control.

Challenges

Vietnam’s conditional sector restrictions imposed a 49% foreign ownership cap in certain logistics sub-sectors. The transaction required careful structuring to achieve effective control while remaining within the regulatory limit, alongside clean title verification for intellectual property and real property assets.

ECOVIS Solution

ECOVIS Vietnam Law conducted full legal due diligence, structured a convertible preference share arrangement to secure economic rights beyond the ownership cap, and negotiated the Share Purchase Agreement and shareholders’ agreement. Post-closing, the team handled the IRC amendment and updated business registration to reflect the new investor.

Outcome

The transaction closed on schedule. The client secured effective operational control and board majority through preference share mechanics, with full regulatory compliance confirmed by the Business Registration Authority.