Title Page
Contents
ABBREVIATION 9
CHAPTER I. GENERAL INTRODUCTION OF M&A 10
1.1. Definition of Merger and Acquisitions 11
1.2. Legal background of Merger and Acquisitions in Vietnam 15
1.3. Types of Merger and Acquisitions transaction 17
1.3.1. Horizontal M&A 17
1.3.2. Non Horizontal M&A 18
1.3.3. Differences between Merger and Acquisitions 19
1.4. The driving forces of M&A 21
1.4.1. External motives 22
1.4.2. Internal motives 27
CHAPTER II. M&A IN INVESTMENT ASPECT UNDER THE CONTROL OF VIETNAM COMPETITION LAW 29
I. Overview of foreign investment legal framework in Vietnam. 29
1.1. Form of investment and types of enterprise 32
1.2. Structure of an M&A deal 36
1.3. Legal framework benefits for foreign investor in M&A transaction 41
II. Foreign Investment through M&A transaction under merger control in Vietnam competition law 44
2.1. Legal framework of merger control under Vietnam Competition Law 45
CHAPTER III. COMPARISION BETWEEN MERGER CONTROL UNDER VIETNAM COMPETITION LAW AND EU MERGER REGULATION 60
3.1. Jurisdiction in EU merger control law 60
3.1.1. Concentration 60
3.1.2. EU Dimension 63
3.1.3. Procedure of notification of threshold 65
3.1.4. Pre-notification allocation between the Commission and NCAs 66
3.1.5. Procedure of notification of cases to the Commission 70
3.2. Comparison between merger control under Vietnam competition law and EU merger regulation 72
a. Subject adjustment 72
b. Source of EU merger regulation and Vietnam competition law 73
c. Agreement restrict competition 75
d. Exemption mechanism 76
e. Dominate the market and abuse the dominant position 80
f. Economic concentration 82
3.3. Lessons learned for improving the competition law of Vietnam 84
CHAPTER IV. PROPOSALS FOR FUTURE OF M&A MARKET IN VIETNAM 93
4.1. Targets and policy principles 93
4.2. Proposal for completing the provisions of the competition law on economic concentration 94
4.3. Proposal of updating National Business 97
4.4. Establishing a mechanism for enforcing centralized economic concentration 98
CHAPTER V. CONCLUSION 103
LIST OF REFERENCES 105
Primary legal resources 105
Secondary legal resources 106
A. Books 106
B. Journals and reports 107
C. Websites 108