Determination of a group of affiliated enterprises under Vietnam merger control regulations

“Group of affiliated enterprises” (Nhóm công ty liên kết) is an important concept under the merger control regulations in Vietnam. This is because this concept is used to calculate (1) the relevant notification thresholds (e.g., market share, revenue, or total assets) of an economic concentration, and (2) the market share of a party to an economic concentration. Unfortunately, Decree 35/2020 provides an unclear definition of a group of affiliated enterprises. In particular, Decree 35/2020 defines that a group of affiliated enterprises means a group of enterprises which are jointly subject to control and governance by “one or more of the enterprises” within said group, or which shares the same management.

The following issues may arise from the definition of a group of affiliated enterprises under Vietnamese merger control rules:

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Written by Nguyen Quang Vu On In ,

Major New Restrictions On Telemarketing In Vietnam

In August 2020, the Government passed a new Decree 91/2020 to govern all forms of advertising via telecommunications means such as SMSs, e-mails, and phone calls. Decree 91/2020 will take effect from October 2020 and replace Decree 90/2008. Decree 90/2008 used to only impose restrictions on marketing text messages and e-mail (but not telephone). However, Decree 91/202 now introduces a range of new restrictions on telemarketing activities and corresponding sanctions. Texts, emails, or phone calls that are not compliant with these requirements will be deemed spam. In this post, we briefly discuss some notable points of Decree 91/2020.

Requirements for prior consents of the targeted consumers

Under Decree 91/2020, telemarketers are not permitted to make any marketing calls before obtaining the prior consent of the targeted consumers. Decree 91/2020 abolishes the “opt-out” regime where a marketer can consider the lack of response from a targeted customer as consent for receiving advertising messages.

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Written by Nguyen Quang Vu On In

Merger filling requirement arising from enforcement of security over shares or capital contribution under Vietnamese Competition Law

Under Competition Law 2018, in general, any economic concentration transaction (i.e., any M&A transaction) triggering the filing thresholds prescribed in Decree 35/2020 must be notified to National Competition Committee (NCC). Accordingly, enforcement of security over shares or capital contribution by a lender, which result in a change of control of the borrower, may be considered as an economic concentration and subject to merger filing requirements under Competition Law 2018. This could pose a serious timing problem for the lender (e.g., a Vietnamese bank or a foreign lender) (the secured creditors) in enforcing mortgaged/pledged shares or capital contribution in practice.

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Written by Nguyen Quang Vu On In , ,

Some New Key Points of The New Vietnam Investment Law 2020

The National Assembly of Vietnam passed a new Investment Law on 17 June 2020 which will become effective on 1 January 2021 (LOI 2020) and replace the current Investment Law 2014 (LOI 2014). In this briefing, we briefly discuss some new key points of LOI 2020.

This briefing is written by Ha Thi Dung and edited by Nguyen Quang Vu with the research assistance of Tran Kim Chi.

Please download our write up here.

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Written by Nguyen Quang Vu On In , ,