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In recent years, M&A has continued to be regarded as one of the key channels for corporate restructuring and for attracting foreign capital into Vietnam. However, for large-scale transactions in infrastructure, energy, real estate, and industrial sectors, negotiations and deal completion are often prolonged—or even collapse—not due to a lack of investor interest, but primarily because of systemic legal risks.
Practical advisory experience indicates that there are three major “legal bottlenecks” that are directly constraining the realization of M&A transactions in these foundational sectors.
General context
Infrastructure, energy, real estate, and industrial sectors share common characteristics: large capital requirements, long project life cycles, and a high degree of dependence on approvals from state authorities. These are also the sectors that foreign investors are particularly drawn to because of their long-term growth potential.
However, the very complexity of the legal framework and administrative procedures has caused many M&A transactions to be prolonged for years, generating substantial costs and eroding the transaction momentum for both buyers and sellers.
First bottleneck: Inconsistency in the application of laws across localities
According to the analysis of Mr. Pham Duy Khuong, Managing Partner of ASL LAW, one of the most significant legal risks for foreign investors is the lack of consistency in how laws are interpreted and applied across different localities. The same legal provision may be construed and implemented differently from one province or city to another, particularly in matters relating to land, offshore investment, construction, and project transfers.
In practice, this leads to situations where a project model that has been approved and is operating in one locality may not be accepted in the same manner when implemented or transferred in another.
For M&A transactions, such inconsistency reduces the predictability of the legal environment, forces investors to re-conduct due diligence from scratch, and significantly increases legal costs.
Second bottleneck: Prolonged and uncertain approval timelines
In addition to inconsistency, lengthy and uncertain approval processes are also considered a major barrier. Lawyer Pham notes that it is not uncommon for energy, infrastructure, or real estate projects to be delayed for five to ten years simply because documentation must await official guidance or because competent authorities have not reached a unified approach.
Although the general policy direction of ministries and agencies is to promote offshore investment, implementation at the execution level remains uneven, making procedural timelines highly unpredictable.
For M&A transactions, this uncertainty directly increases opportunity costs, affects transaction structuring, and forces many investors to postpone or withdraw from deals.
Third bottleneck: Inherent legal issues within the project or asset itself
The third bottleneck arises from the asset or project that is the subject of the M&A transaction. As Mr. Khuong observes, many infrastructure, energy, or industrial real estate projects have incomplete legal documentation, or are associated with former developers facing serious financial difficulties.
Issues such as unclear land use rights, unfulfilled financial obligations, potential disputes, or complex project transfer procedures often cause investors to question the legal security of the asset.
This not only prolongs the due diligence process but also increases post-transaction risks for the buyer.
Observations from Mr. Khuong and warnings for enterprises
According to Mr. Khuong, high legal risk does not equate to the absence of opportunity, but such transactions are suitable only for professional and experienced investors willing to accept risk in exchange for long-term returns.
For Vietnamese enterprises, insufficient legal and governance preparation may place them in a weaker negotiating position in M&A transactions, particularly when dealing with foreign investors.
Enterprises therefore need to proactively enhance the legal readiness of their projects and assets, improve documentation transparency, and develop an M&A strategy at an early stage, rather than only conducting reviews once negotiations have already begun.
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.
