A merger between two companies whose “combined market share” (thị phần kết hợp) is between 30% to 50% in the relevant market is subject to a merger filing under Article 20.1 of the Competition Law. Combined market share means the total “market share” in the relevant market of the companies participating in a merger. Market share of a company with respect to a certain type of goods or services means the percentage of turnover from sales of such company over the total turnover of all companies conducting business in such type of goods or services in the relevant market or the percentage of turnover of inwards purchases of such company over the total turnover of inwards purchases of all companies conducting business in such type of goods or services in the relevant market for a month, quarter or year.

There has been an argument that reference to “market share” in the Competition Law suggest that each company to a merger must have “market share” in the relevant market. As such, the merger filing requirements under Vietnamese competition law only apply to horizontal merger between two companies in the same relevant market (e.g. two car makers) and do not apply to vertical merger between two companies in two different but related markets (a car maker and a car dealer).

However, technically, Article 20.1 of the Competition Law can still apply to a vertical merger if the company operating in one relevant market is deemed to have 0% “market share” in the other relevant market. If this is the case then the combined market share in a relevant market in a vertical merger is still between 30% to 50% of such relevant market which will trigger a merger filing requirement.