LEGAL APPRAISAL MERGING AND BUYING AND SELLING ENTERPRISE IN VIETNAM

Legal due diligence focuses on threatening legal issues or ongoing lawsuits and unusual contracting rules. The area of ​​expression of interest is on file with the local regulatory authority; correspondence with the attorney; records, summaries and copies related to lawsuits; minutes of the Board of Directors meetings; Shareholder agreement, customer agreement and debt agreement contract.

Key issues in due diligence include the establishment of clear ownership documents of assets, obtaining a clear view of potential employee issues involved (e.g. illegal and hourly wages, complaints of discrimination, health and safety violations), and possible discovery of environmental liability.

a. Company documentation

 Certificates of incorporation, certificates of good standing, by law, shareholder and board meeting minutes, shareholder agreements, and guarantees and options outstanding should be considered. , organizational rules, certificates of good standing, executive agreements, membership meeting minutes, management agreements, and any excellent call and option agreements.

b. Contract

Main Contract: All contracts with major distributors, suppliers and customers should be reviewed, all confidentiality and non-competitive contracts, all intellectual property contracts ( corporate entry and exit permits), and all equipment rental agreements.

Real Estate: It is necessary to review all real estate rental contracts signed by the target company (whether a tenant or landlord), sale agreement, survey (if a lease long-term, ownership fee), title insurance policies (if the ownership fee); You should determine whether any consent is required for the sale of the contemplated business (or merger) of the transaction, how much debt is rentable, regardless of whether there is long enough (s) remaining on the lease (s). , among other things.

Policies: It is advisable to review all insurance contracts implemented by the target firms to determine whether the current coverage is appropriate for the business when implemented (or the plan is implemented).

c. Licenses and Licenses.

Does the target company maintain the necessary types of permits with local government and government? If so, it should obtain all copies and identify the license that could be claimed by the seller before agreeing to sell or merge the business.

d. List of all major assets and liabilities:

Regardless of whether you are buying a company or buying stocks, you want to be sure of what the target company owns and owes. Target companys assets may include cash, stocks, equipment, inventory, intellectual property (copyrights, trademarks, patents, domain names, and other proprietary rights), shoes and receivables, real estate (rental and ownership). Liabilities may include bank debt, employee benefits and bonuses and unpaid bonuses, and current lawsuits, pending, threatening, piracy, etc. You will be given a list of all employees and their current salaries. It will identify the key employees for a successful transition and continued operation of the business.

e. Customer issues.

Search the Internet to see if there are any negative publicity, or customer complaints about target businesses. The Internet is a very powerful tool for viral marketing and, unfortunately, business deception. Investors will not want to buy a business that has many negative consumer perceptions.

Indochina Investment Appraisal and Consultancy - according to lawyervn.net

Indochina International Investment & Appraisal Joint Stock Company (INA)

• Address: 121 Nguyen Van Troi, Ward 12, Phu Nhuan District, Ho Chi Minh City
• Hotline: 0934 252 707 / Email: info@inavn.vn