The central focus of the Distressed M&A discussion session at Vietnam M&A 2025–2026 revolved around a fundamental legal question: how to reform the legal framework to enhance transparency and efficiency in distressed asset transactions requiring “rescue.” This was also the core theme of the presentation and Q&A delivered by Mr. Khuong, directly addressing the practical challenges investors face when entering the Vietnamese market.
Market Context 2025–2026: The Surge of Distressed Assets
During the 2025–2026 period, the market is witnessing a significant increase in distressed assets arising from delayed projects, enterprises facing liquidity shortages, and restructuring needs following a prolonged economic adjustment.

As a result, distressed assets have become a substantial supply source for M&A activity, while simultaneously opening opportunities for strategic investors and international investment funds experienced in handling complex assets.
Why Distressed Asset Transactions in Vietnam Are More Challenging Than in Other Markets
Compared to many countries in the region, distressed asset transactions in Vietnam face greater barriers due to inconsistent application of laws, prolonged administrative procedures, and fragmented legal data relating to assets.

Investors often encounter latent risks related to land use rights, unsettled financial obligations, and disputes that may emerge even after transaction completion.
Mr. Khuong’s Perspective: Three Key Legal Reforms for Distressed M&A
From an advisory standpoint and based on the forum discussions, Mr. Pham Duy Khuong, Managing Partner of ASL LAW, emphasized three critical reform areas.
First is the need for consistency in the application of laws across localities, eliminating disparities in interpretation and handling of similar asset types.

Second is the acceleration of approval processes and dossier handling, to avoid transactions being left “on hold” for extended periods, which increases costs and risks for investors.
Third is the enhancement of asset data transparency, particularly with respect to legal status, planning information, and unresolved potential disputes.
Expected Impact of Effective Legal Reform Implementation
If these reforms are implemented consistently, the distressed M&A market could significantly reduce legal risks, enhance confidence among foreign investors, and accelerate the release of resources currently “frozen” in inefficient assets.
This would not only improve transaction efficiency but also create momentum for broader enterprise and project restructuring across the market.
The Role of ASL LAW in Distressed M&A Transactions
In distressed asset transactions, ASL LAW is involved throughout the process, from reviewing and “cleaning” legal data, identifying and ring-fencing disputes, to structuring transactions aligned with international standards and investor expectations.

This approach helps mitigate risks, optimize transaction completion prospects, and ensure long-term sustainability.
Legal Reform as the Key to Unlocking a Sustainable Wave of Distressed M&A Transactions
From both policy and transactional perspectives, legal reform is not merely a prerequisite for individual deals, but the foundation for forming a genuinely effective and sustainable wave of “rescue-driven” Distressed M&A.
As the institutional framework continues to improve, Vietnam’s distressed asset market has a strong opportunity to develop in a more transparent, efficient, and attractive manner for both domestic and international investors.
At the Vietnam M&A Forum 2025, ASL LAW continues to reaffirm its leading position in the M&A advisory sector by being honored as the Outstanding M&A Advisory Firm Of The Year 2024–2025. Previously, the firm was awarded the title of Outstanding M&A Advisors Of 2009–2023 – a distinction summarizing 15 years of consistent and sustainable professional practice – and recently, Outstanding M&A Advisors Of 2023–2024.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top tier M&A law firm in Vietnam. If you need any advice, please contact us for further information or collaboration.
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