Vietnam Business Law is a website managed by lawyers of Venture North Law Limited (VNLaw). Venture North Law Limited (VNLaw) is a Vietnamese commercial law firm. We won the Rising Law Firm of the Year Award at the Southeast Asia Law Awards for the years 2020 and 2021 held by The Legal 500. Very few Vietnamese law firms have achieved a similar regional recognition.
The full text of the Trans-Pacific Partnership Agreement (TPP) has just been made available for public information. The table below tries to compare the existing commitments of Vietnam under WTO Agreement with the commitments under TPP for certain service sectors. Pdf version of the table can be downloaded here.
Decree 78/2015 takes effect from 1 November 2015 and implements the Enterprise Law 2014 in terms of enterprise registration procedures. While for the most parts, Decree 78/2015 follows the existing enterprise regulations under Decree 43/2010, there are certain important changes:
Parties to (i) a transfer of capital in a limited liability company (LLC) or (ii) a transfer of shares by founding shareholder or foreign shareholder in a joint stock company (JSC) no longer need to submit “documents evidencing completion of the transfer” to the Business Registration Authority when applying for registration of the transfer. This is an important and positive change introduced by Decree 78/2015 on business registration which will take effect from 1 November 2015. In particular, Decree 78/2015 allows the parties to any of the above transfers to submit (i) the transfer contract or (ii) documents evidencing completion of the transfer.
“Sandbagging” in M&A context occurs when a party, usually the buyer, seeks to recover for a breach of warranty, the inaccuracy of which it had knowledge before the closing of the transaction. Although sandbagging is not a new concept, it is an issue that continues to elicit intense negotiation from both buyers and sellers. And when the contract fails to address the sandbagging issue, the law governing the agreement will have a significant impact on a buyer’s right to recover for a breach of warranty claim.