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The period of 2025–2026 is opening a “golden window” for M&A activity in Vietnam, particularly distressed M&A transactions, as many enterprises face increasing pressure to restructure. If executed properly, M&A can not only help businesses overcome short-term difficulties but also become a driver for strengthening long-term competitiveness among Vietnamese enterprises.
Why 2025–2026 Represents a Window of Opportunity for M&A
After years of accumulating pressure from high capital costs, constrained liquidity, and an increasingly polarized market, the 2025–2026 period is widely viewed as a point at which many enterprises are compelled to make strategic decisions.
Rather than prolonging a state of stagnation, M&A and restructuring have become practical options for addressing debt, reallocating assets, and identifying new partners with stronger financial capacity and management expertise.
This period also marks the return of professional investors, who are adopting more cautious approaches and focusing on post-transaction value creation, rather than merely seeking undervalued acquisition opportunities.
The Rise of Distressed M&A in Key Sectors
Distressed M&A is becoming increasingly prominent in real estate, finance and banking, energy, and infrastructure, where cash flow pressures and debt obligations are particularly severe.
Many enterprises possess valuable assets but face challenges related to capital structure, project timelines, or legal documentation. This creates opportunities for “rescue” M&A transactions, provided investors are capable of conducting comprehensive restructuring.
At the same time, these transactions carry significantly higher risk and require far more rigorous legal, financial, and operational due diligence compared to conventional M&A deals.
Three Key Drivers Behind the Corporate Restructuring Wave
The first driver is rising capital costs, which make the continuation of underperforming projects unsustainable and force enterprises to restructure or divest.
The second driver stems from mounting debt and cash flow pressures, as tightened access to credit compels many businesses to seek strategic partners in order to sustain operations.
The third driver is the growing demand for transparency from investors, particularly foreign investors, which obliges enterprises to upgrade governance, accounting, and legal standards if they wish to participate in large-scale transactions.
Mr. Khuong’s Perspective on the “New Opportunity” in Restructuring
According to Mr. Pham Duy Khuong, Managing Partner of ASL LAW, restructuring should not be viewed merely as a loss-cutting measure or a short-term exit strategy, but rather as a process of building new capabilities for the enterprise.
In many cases, distressed M&A can enable businesses to transform their governance models, gain access to new technologies, capital sources, and markets, and reposition themselves within the value chain.
Mr. Khuong further emphasizes that enterprises can only seize this opportunity if they proactively standardize data, governance systems, and legal documentation before entering the restructuring process. Late preparation often leaves businesses in a passive position and significantly weakens their bargaining power.
Practical Solutions for Vietnamese Enterprises to Capture the 2025–2026 M&A Opportunity
First, enterprises should raise governance standards by establishing transparent management frameworks with clearly defined responsibilities and authorities, aligned with international best practices.
Second, a thorough legal clean-up should be undertaken to identify and resolve outstanding legal issues related to projects, assets, land, and contractual obligations at an early stage.
In parallel, conducting internal pre-transaction due diligence (pre-DD) allows enterprises to clearly understand their strengths and weaknesses, remain proactive during negotiations, and minimize unforeseen risks.
Finally, cooperation between domestic enterprises and foreign investors should be oriented toward capability enhancement rather than mere ownership transfer. This is a decisive factor in ensuring that M&A genuinely generates post-transaction value.
Conclusion
The 2025–2026 period is not only a time of unavoidable restructuring for many enterprises, but also a crucial opportunity for repositioning and breakthrough growth.
With thorough preparation, M&A can become a strategic tool enabling Vietnamese enterprises to overcome challenging cycles, upgrade competitiveness, and integrate more deeply into regional and global investment flows.
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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