Hnlaw & Partners service on drafting Merges and Acquisition Agreement (“M&A agreement)

Hnlaw & Parters provide legal services on drafting M&A agreement. We have experienced lawyer team with professional skills in drafting M&A agreement. We advise for clients about main content necessary for M& A agreement as follows:

  1. Subject of M& A agreement

A standard M& A agreement must contain subjects which included information about buyer and seller, the acquired party and the acquirer. The subject’s information for legal entity shall include name, headquarters, enterprise code; legal representative. The subject’s information for individual shall include name, address, ID number, mobile phone.

  • The necessary information for a M& A agreement
  • Information about two parties for M&A
  • The two parties agree about M&A with articles and mutual agreements in M&A agreement and comply with regulations of Law on Enterprise
  •  After business registration, the acquired companies shall cease to exist; the acquirer shall inherit the lawful rights and interests as well as unpaid debts, employment contract, and other liabilities of the acquired companies.
  • M&A agreement must have information about capital contribution, value of capital contribution, percentage of capital contribution, information about the owner
  • The acquired party agrees to sell and the acquirer agrees to buy capital contribution/company in accordance with the information that the acquired party provides to the acquirer before the M&A is signed.
  • Conditions about M&A in M&A agreement
  • The conditions about M&A is conditions that are mutually agreed by two parties for M &A. M & A can only be implemented after the conditions are satisfied.
  • The conditions must be approved by  board of members, the Chairperson of the Board of Directors, the owner of one-member liability limited company.
  • The conditions are about the state of the company, financial obligations, business operations; notices to the third parties
  • The conditions also include business operation and operation of the company, the conditions about human resources
  • Commitments about capital and property in M&A agreement
  • Besides other conditions about M&A, the two parties can agree more about commitments about capital and property, other related obligations before M&A
  • Term and procedure for M&A
  • The term and procedure for M& A shall last for a certain time and must be decided about the starting term
  • The procedures shall be procedures in accordance with law and regulations and charter of the company or mutual agreement of the two parties.
  • The procedures also include the procedures after the signature for the M& A agreement, the procedures during the M&A, the procedure after the M&A
  • Transfer of stocks in the M&A

The two parties agree with each other about the stocks transfer including term for starting the transfer, rights and benefits of members, procedures for members with capital contribution in the company, issues on rights and obligations of capital-contributed members of the company

  • Value, methods for transferring in M&A agreement

This article is only applied for company’s buy and sales

We need to verify about total value of the agreement. The payment currency is Vietnam Dong. In case of using foreign currency, it is necessary to convert into Vietnam Dong. The parties can agree about obligations to ensure the payment obligations

  • Verification about property and financial obligation in M&A agreement
  • Transfer of rights and obligations in the M&A agreement
  • Labor using methods after the M&A agreement
  • Rights and obligations of parties in the M& A greement
  • Commitments in the M& A agreement

The M&A agreement is quite complicated. Hnlaw & Partners with a professional lawyer team can assist clients in negotiation, drafts and implementation of the contract. For more details, please contact Hnlaw & Partners at tuvan.hnlaw@gmail.com or call us at (+84)912918296

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