M&A specialists at Tilleke & Gibbins have contributed the Vietnam chapter to Private M&A 2027, a guide published by 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 2027 and Lexology Panoramic’s full library of resources through this link.

On October 2, 2026, the Trade Competition Commission of Thailand (TCCT) issued a new notification on fair trade practices concerning credit terms where large businesses, including large wholesale and retail businesses, purchase goods or services from small and medium-sized enterprises (SMEs). The notification will take effect on November 2, 2026. The new notification follows continued complaints from SMEs in Thailand about large businesses’ noncompliance with existing credit-term rules. Businesses and Transactions Covered The notification applies where an SME supplies goods or services on credit to a business with revenue from operations in Thailand of at least THB 500 million in the preceding financial year. The notification divides such purchasing businesses into “large businesses” and “large wholesale and retail businesses.” Wholesale and retail businesses include wholesalers and retailers of consumer goods using modern distribution systems and technologies, whether operating with or without branches or under a franchise arrangement. Examples include hypermarkets, cash-and-carry businesses, supermarkets, specialty stores, department stores, and convenience stores. In determining whether the THB 500 million threshold is met, the revenue of businesses having a relationship in terms of policies or control, establishing a single economic entity (SEE), must be combined. A supplier qualifies as an SME only if it satisfies both employee and annual revenue criteria, depending on the type of SME: Manufacturing businesses: No more than 200 employees and annual revenue not exceeding THB 500 million. Service, wholesale, or retail businesses: No more than 100 employees and annual revenue not exceeding THB 300 million. The notification covers written credit arrangements between SME sellers and large purchasers under which payment for goods or services is made at a later agreed date, including consignment and other forms of transaction. Key Credit-Term Requirements The maximum credit terms remain the same, but unlike the previous credit-term guidelines, which required the

On July 24, 2026, a new 12.5% Section 301 tariff took effect on most imports from Thailand into the United States. The tariff was imposed by the Office of the US Trade Representative (USTR) under Section 301 of the Trade Act of 1974, following a finding that Thailand had failed to impose and effectively enforce a prohibition on imports of goods produced with forced labor. The new tariff replaced the temporary 10% Section 122 surcharge that had applied since February 24, 2026, following the US Supreme Court’s invalidation of the prior tariffs imposed under the International Emergency Economic Powers Act (IEEPA). The 12.5% tariff is not the only potential source of additional US duties on Thai-origin goods. Thailand is also subject to a separate Section 301 investigation concerning structural excess manufacturing capacity, which could result in additional duties. Unlike the Section 122 surcharge, which was capped at 15% and limited to 150 days, Section 301 provides a more flexible framework for imposing and maintaining trade measures. Section 301 actions are generally subject to a four-year termination rule but may continue following a review if continuation is requested. The new tariff therefore represents a potentially longer-term change in the tariff treatment of Thai-origin goods entering the US market. This article explains the legal and policy developments that led to the new tariff, how the Section 301 tariff differs from the tariff regimes that preceded it, Thailand’s response and ongoing negotiations with the United States, and the practical implications for businesses that manufacture, export, import, or distribute goods between Thailand and the United States. From IEEPA to Section 122 to Section 301 IEEPA Era (April 2025–February 2026) Beginning in April 2025, the US administration imposed sweeping tariffs under the International Emergency Economic Powers Act (IEEPA), invoking national emergencies relating to trade

On September 23, 2026, the Trade Competition Commission of Thailand (TCCT) launched a one-month public consultation period on a proposed notification that would overhaul how antitrust offenses under the Trade Competition Act B.E. 2560 (2017) are settled and penalized. The draft notification would replace the existing 2019 settlement framework with more detailed procedures, introduce offense-specific methods for fine calculation, and add tiered deterrence multipliers. Comments may be submitted until October 22, 2026. Restructured Settlement Procedures and Timelines The proposed notification formalizes the settlement process with clearer terminology and mandatory procedural steps. Once the TCCT determines that an accused party has committed an offense that does not warrant imprisonment, the commission would fix the settlement fine amount. The accused would have 15 days from receipt of the summons to appear before the TCCT, though this period may be extended if necessary. If the accused confesses, consents to settlement, and pays the fine within the prescribed period, the criminal case would be closed and the settlement recorded. Refusals would also be recorded for further arrangements, and failure to appear, pay, or consent would result in the TCCT forwarding the case file and its recommendation—along with the accused’s fingerprints—to the public prosecutor. Notably, the draft allows accused parties to request settlement even after the TCCT has recommended prosecution but before the public prosecutor files charges, subject to prosecutorial consent. The draft preserves TCCT discretion to decline settlement where the accused has committed more than three prior offenses or where the violation has substantially impaired free and fair competition, directing such cases directly to prosecution. Fine Calculation Frameworks The proposed notification establishes different fine calculation approaches depending on the type of Trade Competition Act violation. For the most serious offenses (such as abusing market dominance, making anticompetitive agreements, or forming hardcore cartels) the