M&A specialists at Tilleke & Gibbins have contributed the Vietnam chapter to Private M&A 2025, a newly released guide from Lexology Panoramic. The publication provides practical insights into private mergers and acquisitions frameworks in jurisdictions worldwide. The Vietnam chapter addresses key aspects of private M&A transactions, including: Structure and process, legal regulation, and required consents Advisers, negotiation, and documentation Due diligence and disclosure obligations Pricing, consideration, and financing Conditions, preclosing covenants, and termination rights Representations, warranties, indemnities, and postclosing covenants Taxation of transfers Employees, pensions, and benefits Recent legal, regulatory, and market practice developments The chapter highlights how Vietnam’s legal framework governs private acquisitions and disposals, outlines typical transaction processes and structures, and provides guidance on common regulatory and practical considerations. It also notes recent trends, including increased scrutiny of merger control filings by the Vietnam Competition Commission and regulatory changes affecting M&A approvals. The full Vietnam chapter is available as a PDF through the button below. Readers can also gain 30 days of complimentary access to Private M&A 2025 and Lexology Panoramic’s full library of resources through this link.

Thailand’s Ministry of Finance has introduced a five-year personal income tax exemption on capital gains from the disposal of cryptocurrency or digital tokens. The Ministerial Regulation No. 399, published in the Government Gazette on September 5, 2025, offers the personal income tax exemption for transfers occurring between January 1, 2025, and December 31, 2029. The ministerial regulation was enacted to promote Thailand as a global financial center and digital asset business hub while encouraging increased domestic investment in digital assets. Key Conditions The exemption, which covers capital gains from cryptocurrency and digital token disposals during the specified five-year period, applies only to individuals. Companies that trade in digital assets are not eligible for this tax exemption. With the tax holiday set to expire in 2029 (unless extended), individual traders should plan ahead for postexemption taxation to ensure full compliance with Thailand’s personal income tax requirements. Proper documentation of digital asset transactions during the exemption period will be essential for future tax compliance. For more details on this tax exemption, or on any aspect of Thailand’s tax law and regulations, please contact Saravut Krailadsiri at [email protected] or Papavarin Sarawongsuth at [email protected].

Thailand has enacted amended alcohol control legislation that significantly tightens restrictions on marketing and advertising, strengthens enforcement, and creates mechanisms to support the country’s tourism objectives. The Alcoholic Beverage Control Act (No. 2) B.E. 2568 (2025), published in the Government Gazette on September 9, 2025, will take effect on November 8, 2025. Key aspects of the new law are outlined below. Continuation of Sales-Hour Restrictions Sales-hour restrictions remain in effect, though now under an updated regulatory pathway. Alcohol sales are permitted only between 11:00 a.m. and 2:00 p.m. and between 5:00 p.m. and midnight, with exceptions for airport terminals, entertainment venues under the Entertainment Place Act 1966, and hotels. Despite earlier discussions about relaxing these hours, no changes have been implemented under the new law. Enhanced Seller Responsibilities Sellers are now expressly permitted to check identification cards to verify purchaser age and may assess the condition of intoxicated customers. The assessment conditions will be announced in a forthcoming notification from the director of the Department of Disease Control. Sellers who willfully or negligently violate the law and cause damage to life, health, or property face possible penalties. Alcohol Vending Machines Permitted The law allows alcohol to be sold in vending machines that can verify buyer information and comply with rules, procedures, and conditions to be prescribed by the Alcoholic Beverage Control Committee. This means the industry must await the committee’s implementing regulations before deploying such machines. Expanded Marketing and Advertising Restrictions The amended law introduces a new suite of advertising restrictions, including more detailed and expansive definitions involving marketing and promotions. “Marketing communication” is broadly defined to include any direct or indirect act of publicizing, presenting, or disseminating information about alcoholic beverages through advertising, public relations, sales promotions, sponsorships, or any other means that may induce or encourage the

Since Thailand formally removed Mitragyna speciosa (kratom) from the list of narcotic drugs, the country has progressed from outright prohibition to a structured, license-based regime. While the Ministry of Public Health oversees cannabis plant regulation, the Ministry of Justice (MOJ) is the regulatory authority overseeing kratom plants. For the avoidance of doubt, separate Ministry of Public Health notifications prohibit the use of kratom as a food ingredient unless a food safety evaluation has been conducted; however, this restriction does not affect trade in unprocessed leaves per se. For businesses in Thailand dealing exclusively in kratom leaves, the most consequential development is the Ministerial Regulation on the Application for Permits and Notifications for the Importation and Exportation of Kratom Leaves B.E. 2568 (2025), a bylaw of the Kratom Plant Act 2022. The ministerial regulation establishes the following notable definitions: “Kratom leaves”: Fresh or dried leaves in their natural, unprocessed state (no extracts, concentrates, or infused products). “Import/Export”: Any act of bringing kratom leaves into or out of Thailand, whether for commercial sale, industrial processing abroad, or research. Import/Export Licensing Under the Kratom Plant Act, a license is mandatory for importing or exporting kratom leaves. Individuals, juristic persons, community enterprises, and state agencies in Thailand are eligible to obtain a license to import (or a license to export) kratom leaves. Licenses are available to qualified individuals and juristic persons. Individuals must satisfy the following qualifications to be eligible for a license: Thai nationality, ≥ 20 years old, resident in Thailand. Not incompetent, quasi-incompetent, or under legal guardianship. No license suspension currently in force under the Kratom Act or Narcotics Code. No license revocation in the previous two years. No conviction under the Kratom Act or Narcotics Code within the previous two years (unless fully released from punishment). Juristic persons must satisfy