Venture North Law's Legal Guide To Merger Control In Vietnam

This guidance provides an overview of “merger control” regulations in Vietnam. It will cover regulatory framework and authority, relevant trigger events and thresholds, notification requirements, procedures and timetable, substantive test, remedies, penalties, and appeals. Many of the questions in Venture North Law’s merger control guide follow the standard questions in the International Comparative Legal Guide to Merger Control published by Global Legal Group annually.

This guidance is written by Nguyen Quang Vu, Le Minh Thuy, Ha Thanh Phuc, and Trinh Phuong Thao. The simplified version is arranged and edited by Tran Kim Chi.

A simplified version of the Venture North Law's Legal Guide To Merger Control In Vietnam could be downloaded here.

A full version with all legal citation of the guide could be downloaded here.

Info
Comment
Written by Nguyen Quang Vu On In ,

Nature of “voucher” business under Vietnamese law

In Vietnam, vouchers are now not only used as a method of promotion, but also as a kind of “product” sold by many e-commerce platforms. In particular, a voucher trader could sell vouchers to its users, which could be used for certain goods or services provided by certain suppliers. The users will then use the voucher to obtain the goods or services from the suppliers usually at a discounted price. As our analysis below will show, the legal nature of voucher business under Vietnamese law is unclear, and therefore business models based on trading of voucher could give rise to certain risks.

Voucher is not a kind of good or service

Although the law is silent on this matter, Vietnam governmental authorities seem to take the view that voucher is neither goods nor service:

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

Can “actual and direct loss” due to a breach of contract include losses incurred by non-defaulting party under another contract with a third party?

Under the Commercial Law 2005, the value of damage that the non-defaulting party could claim due to a breach of contract will comprise (i) the value of the “actual and direct loss” incurred by the non-defaulting party due to the defaulting party’s breach; and (ii) the “direct profits which the non-defaulting party would have earned” in the absence of such breach. Apparently, the amount that the non-defaulting party must compensate a third party (e.g. non-defaulting party’s customer) as a result of the breach of the defaulting party (Third Party Damage) is not considered as lost profits at (ii). However, it is not clear whether and how Third Party Damage could be included in “actual and direct loss” (Direct Loss) suffered by the non-defaulting party.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,

New Amendments to Vietnam Construction Law

The National Assembly has passed the Law Amending and Supplementing some Articles of the Construction Law 2014 (Construction Law 2020). The Construction Law 2020 will take effect from 1 January 2021 and contain some notable points as below.

1. Pre-feasibility study

Construction Law 2020 promulgates new projects that are subject to preparing a pre-feasibility study (Pre-FS). In particular, the projects that must prepare a Pre-FS include:

  • Projects of national importance. This requirement is the same under Construction Law 2014. Criteria to determine whether a project is of national importance is regulated under the Law on Public Investment 2019;

  • Group A projects financed by public investment capital (vốn đầu tư công). Construction Law 2014 requires all Group A projects to prepare the Pre-FS. Criteria to determine whether a project falls within the scope of Group A projects is regulated under the Law on Public Investment 2019;

  • PPP projects under regulations governing PPP projects. Construction Law 2014 does not specify the requirement of preparing the Pre-FS of a PPP project; and

  • Projects that are subject to obtaining in-principle approval from the National Assembly or the Prime Minister. Construction Law 2014 does not require these projects to prepare the Pre-FS. Under the Investment Law 2020, the Pre-FS can serve as the proposal for implementing a project.

Read MoreInfo
Comment
Written by Nguyen Quang Vu On In ,