Under the Vietnamese Competition Law, an “economic concentration” is defined to include the following types of transactions:

(a)        Merger of enterprises means the transfer by one or more enterprise(s) of all of  its lawful assets, rights, obligations and interests to another enterprise and at the same time the termination of the existence of the merging enterprise(s).

(b)       Consolidation of enterprises means the transfer by two or more enterprises of all of their lawful assets, rights, obligations and interests to form a new enterprise and at the same time the termination of the existence of the consolidating enterprises.

(c)        Acquisition of an enterprise means the purchase by one enterprise of all or part of the assets of another enterprise sufficient to control or govern the activities of one or all of the businesses of the acquired enterprise. Controlling or governing all or one of the businesses of another enterprise means an enterprise (controlling enterprise) obtains ownership of the assets of another enterprise (controlled enterprise) sufficient to give the controlling enterprise 50% of the voting rights at the general meeting of shareholders, the board of management or other level sufficient according to law or the charter of the controlled enterprise to enable the controlling enterprise to govern the financial policies and operations of the controlled enterprise aimed at receiving economic benefit from the business operations of the controlled enterprise.

(d)       Joint venture between enterprises means two or more enterprises together contribute a portion of their lawful assets, rights, obligations and interests to form a new enterprise.

Article 20.1 of the Competition Law provides that if the parties to a merger have a combined market share in a relevant market from 30% to up to 50% then the parties must notify the Vietnam Competition Authority of the enterprise acquisition before completing the merger unless the parties to the merger still remain a small and medium enterprise after the merger. A small and medium enterprise under Vietnamese law is subject to different criteria based on its business lines. But in general, a small and medium enterprise should not have more than 300 employees and a charter capital of more than VND 100 billion (about US$ 4.8 million).  An economic concentration with a combined market share of more than 50% is prohibited unless an exemption is granted.