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.

Under Thai law, authorized directors stand as a company’s mind and will and, as such, may incur personal criminal liability for acts or omissions committed in the course of company business. When allegations surface, directors must be prepared for the practical reality that, before guilt or innocence is ever adjudicated, they could be deprived of liberty unless bail release is promptly achieved through the competent legal authority. When Bail Can Be Granted Two procedural moments trigger the need to consider bail. The first arises during the investigative phase, when a claim is lodged against a director with the competent law enforcement authorities. Upon receipt of a complaint, the assigned inquiry officer summons the director for questioning, compiles evidence, and ultimately forwards a prosecution or nonprosecution recommendation to the public prosecutor. Although the public prosecutor retains ultimate discretion to indict an accused director, the police or prosecutor may conclude that pretrial detention is necessary and may therefore apply to the court for an order to hold the director in court custody. The second moment occurs after a criminal case is filed directly with the court. This occurs once a court accepts a criminal case filed by a prosecutor against a director or, alternatively, when the court accepts a case filed by an individual for trial. For cases filed by individuals, the plaintiff presents prima facie evidence at the preliminary hearing, and the court will accept the complaint if it finds sufficient grounds, thereby conferring upon the director the status of a criminal defendant. Upon acceptance of the criminal case, the court then has the inherent authority to order custody pending trial unless the defendant secures bail release. Procedural Considerations Experienced litigants typically prepare bail security in advance and submit a bail petition at the earliest possible time. While there are

On September 1, 2025, Myanmar’s Directorate of Investment and Company Administration (DICA) issued Directive No. 106/2025 to remind all companies and organizations registered under the Myanmar Companies Law of their obligation to strictly comply with the DICA registrar’s orders, directives, and procedures. This directive highlights the importance of legal and procedural compliance in corporate filings, governance changes, and operational conduct. It also signals increased scrutiny over documentation submitted during annual returns, share transfers, and director appointments or resignations. Public companies will be subject to closer regulatory attention, and new company registrations will involve vetting of proposed directors to ensure prior compliance with applicable laws. Compliance The directive emphasizes the following points: Companies must ensure full compliance with the Myanmar Companies Law and all directives issued by the registrar. This includes the proper submission of annual returns and adherence to updated requirements for share transfers and changes in directors. Companies and organizations must comply with all applicable laws, rules, directives, and procedures issued by relevant ministries and departments. If any authority takes action due to noncompliance, the registrar may also take appropriate measures. Noncompliance may result in regulatory sanctions, including restrictions on future company participation and vetting under anti–money laundering and counter–terrorism financing protocols. Prospective directors of newly registered companies will be vetted to confirm no prior violations of applicable laws. Entities must respond promptly and accurately to document requests from the registrar, both during initial registration and in subsequent filings. Companies are strongly advised to review their internal compliance frameworks and ensure readiness to meet DICA’s documentation and procedural expectations. In particular, companies must respond promptly and accurately to document requests from the registrar, whether during initial registration or in subsequent filings. For more information on this DICA announcement, or on any aspect of corporate registration, or assistance with

On June 6, 2025, the Superior People’s Court in Hanoi overturned a non-use cancellation decision by the Intellectual Property Office of Vietnam, a rare and impactful occurrence. In a ruling that may help clarify the enforcement of Vietnam’s IP Law, the court held that valid trademark use can be established through commercial arrangements where the brand owner maintains actual control over the use of the mark, and is not confined to relationships governed by a so-called “formal license agreement. Background: Cross-Border Use, Local Challenge A Singapore company owns a well-known brand of consumer products that has gained recognition across Southeast Asia. In recent years, the brand has been targeted by several unauthorized trademark filings in Vietnam. In one such instance, a local Vietnamese trading company—previously linked to the production and export of counterfeit goods to neighboring countries—filed a non-use cancellation against the Singapore company’s mark and sought to register it under its own name. If the cancellation had been upheld, it would have enabled a complete hijacking of the brand. The IP holder operates in Vietnam through a structured cross-border supply chain. Under an agreement between two related foreign entities, one of which managed regional operations, production orders were placed through a designated Vietnamese company. While the Vietnamese manufacturer was not a party to the agreement, its role in using the mark was recognized and governed by internal and commercial documentation. The Vietnamese manufacturer lawfully obtained the necessary permits, regulatory approvals, and customs clearances for producing the goods in Vietnam. These activities were supported by banking records and internal communications, evidencing active, continuous use of the mark in Vietnam. However, the IP Office concluded that this use did not meet the statutory criteria because the Vietnamese manufacturer did not have a direct license agreement with the brand owner, as