Unofficial clarifications by Vietnam Competition Authority on merger filing

On 14 January 2021, the Competition Management and Consumer Right Protection Authority (VCA) organized a seminar on “M&A regulation under Vietnamese Competition Law”. During the Q&A sections, the head of the merger filing division responded to various questions raised by lawyers from Venture North Law and other law firm. The official from the VCA has given some notable clarification as follows:

· Internal restructuring. Internal restructuring transactions within companies under the control of the same ultimate parent company is subject to the notification requirement. However, since the parties to the transactions in this case belong to the same group companies, the market share report of each party in this case will include market share information of the individual entity which is the party to the internal restructuring but not the whole company group. It is not clear on what legal basis, the official from VCA gave this explanation.

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Written by Nguyen Quang Vu On In ,

The use of extrinsic evidence for contract interpretation under Vietnamese Law

Does “extrinsic evidence” exist under Vietnamese law?

Vietnamese law does not specifically deal the concept of “extrinsic evidence”. Extrinsic evidence is usually understood as evidence relating to a contract but not appearing on the face of the contract because it comes from other sources, such as statements between the parties or the circumstances surrounding the agreement.

However, Article 404.1 of the Civil Code 2015 provides that:

“Where a contract contains terms and conditions which are unclear, the interpretation of such terms and conditions shall be based not only on the wording of the contract but also on the intentions of the parties which are expressed before and at the time of preparation and performance of the contract.”

Accordingly, the Civil Code 2015 appears to allow the use extrinsic evidence as a source of the contract interpretation.

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Written by Nguyen Quang Vu On In

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.

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Written by Nguyen Quang Vu On In ,