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The year 2025 is widely expected by investors and market professionals to usher in a new M&A cycle in Vietnam, marked by a strong return of foreign capital. Amid persistent uncertainties in the global economy, international investors are becoming increasingly selective and cautious in choosing both destinations and sectors for capital deployment.
Nevertheless, Vietnam continues to stand out as an attractive market thanks to its long-term growth potential, strategic position in regional supply chains, and the increasingly evident need for corporate restructuring. Notably, energy, infrastructure, real estate, and technology remain the four sectors drawing particular attention from foreign investors, despite being associated with high legal costs and significant risk exposure.
Vietnam market context: expectations for a new M&A cycle
Following a period of sharp adjustment driven by tighter monetary policies, capital market volatility, and internal challenges faced by enterprises, Vietnam’s M&A market is gradually laying the groundwork for a new cycle. Corporate valuations have become more “realistic,” and many owners are now more willing to negotiate with strategic investors to restructure or expand their operations.
At the same time, the Government’s efforts to promote public offshore investment, enhance the legal framework, and maintain a selective FDI attraction policy are contributing to improved confidence among international investors in Vietnam’s medium- and long-term prospects.
Why energy, infrastructure, real estate, and technology attract strong capital inflows
According to the analysis of Mr. Pham Duy Khuong, Managing Partner of ASL LAW, the energy, real estate, infrastructure–industrial, and technology sectors share several common characteristics: large investment scale, high technical content, and significant legal risk exposure.
These factors explain why transactions in these sectors are often perceived as involving “high legal costs,” while simultaneously offering attractive long-term profit margins.
In energy and infrastructure, investors see substantial growth potential linked to sustainable development and economic modernization. Real estate—particularly industrial parks, logistics, and projects connected to manufacturing—continues to be appealing due to ongoing supply chain shifts. Meanwhile, technology is viewed as a strategic sector capable of generating high value-added returns, despite strict requirements for governance and legal compliance.
“High risk, high return”: three major legal bottlenecks in M&A
Based on practical advisory experience, Mr. Pham Duy Khuong identifies three major groups of legal risks that are directly affecting M&A transactions in these “focal” sectors. First is the lack of consistency in the interpretation and application of laws across localities.
The same regulation may be approached and implemented differently from one province or city to another, meaning that a project model approved in one locality may encounter difficulties in another. This inconsistency increases costs and reduces market predictability.
Second is the prolonged and uncertain processing time for administrative procedures. Many projects have been stalled for years merely due to waiting for guidance or because competent authorities have not reached a unified position, resulting in higher opportunity costs and reduced transaction momentum.
Third is the legal readiness of the assets and projects themselves. Numerous energy, industrial real estate, or infrastructure projects have incomplete legal documentation, or are associated with financially distressed enterprises, raising investor concerns about potential disputes and unresolved legal obligations.
Despite these challenges, Mr. Khuong emphasizes that risk and opportunity always go hand in hand. These very “bottlenecks” create room for professional investors willing to assess and manage risks in exchange for long-term returns. As a result, energy, infrastructure, real estate, and technology are expected to remain at the center of foreign capital inflows in the coming years.
What oversea investment funds and strategic investors are seeking
In the current M&A landscape, the distinction between financial investment funds and strategic investors is becoming increasingly pronounced. Funds typically focus on risk control, clear transaction structures, and defined exit strategies.
By contrast, strategic investors prioritize long-term alignment, integration into global ecosystems, and market expansion potential.
Mr. Pham Duy Khuong notes that investor groups from Japan, South Korea, Singapore, China, or Europe each have distinct risk appetites and due diligence standards, requiring sellers to clearly identify their target investors from the outset.
Medium- and long-term outlook and the need to improve the “three sides”
Looking to the medium and long term, Mr. Pham Duy Khuong believes that Vietnam’s M&A market still has considerable room for growth. However, to become truly dynamic, three elements must be improved in a coordinated manner: the legal framework, buyers, and sellers.
From a legal perspective, the key priorities are greater information transparency, reduced asymmetry, and the gradual development of tailored mechanisms for restructuring transactions—a global trend. On the buyer side, investors need a deeper understanding of Vietnam’s market and legal characteristics to craft appropriate strategies.
On the seller side, enterprises cannot wait until they are under pressure to sell before preparing. Instead, they must proactively define strategies, enhance legal readiness, and standardize data at an early stage.
What enterprises need to prepare to capture foreign capital
In an environment characterized by high risks but substantial opportunities, Vietnamese enterprises seeking to effectively participate in the new wave of M&A must treat legal preparation and corporate governance as strategic priorities.
Financial transparency, consistent legal documentation, a clear understanding of target investors, and professional working processes will help enterprises not only reduce transaction costs but also enhance the likelihood of successfully closing deals.
If these factors are addressed effectively, Vietnam’s M&A market has solid grounds to expect a more dynamic and sustainable phase of development in the years ahead.
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.
