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Due diligence in Hanoi, Vietnam, is the thorough appraisal of a business or person prior to signing a contract, or an act done with a certain standard of care. This legal norm is crucial to avoiding unintended legal controversies, ensure compliance and in the process of merger and acquisitions (M&As), and investment projects. The process employs careful investigation into relevant legal, financial, and operational aspects of the intended transaction. Due diligence is also crucial in risk management, particularly in areas such as property transactions, investments, and partnerships.
Engaging a lawyer is crucial in many due diligence situations in order to ensure that the process is effectively conducted. An experienced lawyer can help in evaluating legal risks and their implications, identifying potential hidden liabilities, scrutinizing contracts, and validating debts. You may also need a lawyer to ensure legal compliance in property or business acquisition, to get a clear picture of the financial standing of the target company, and to evaluate its intellectual property portfolio.
In Vietnam, various legal frameworks covering different aspects are relevant to due diligence. This includes the Law on Investment, Law on Enterprises, Civil Code, Commercial Law, Contract Law, Intellectual Property Law and several other laws and decrees. Vietnamese law is very paperwork-intensive so during the due diligence process, verifying the authenticity of various legal documents becomes a key aspect. These may range from business registration certificates to tax certificates and employment contracts. It's also essential to confirm compliance with regulations concerning foreign investment, environment, labor, cyber security, and data protection among others.
The duration of due diligence varies depending on the nature and size of transactions. Generally, it may take a few weeks to several months.
A typical due diligence checklist should include elements such as legal structure, financial records, contracts and agreements, operations, technology and intellectual property, and HR considerations among many others.
Strict confidentiality measures should be imposed throughout the due diligence process to prevent leakage of sensitive information to unwanted parties.
While it's possible to conduct due diligence by yourself, professional help from a lawyer is highly recommended to navigate the complexities of the legal system and prevent potential missteps.
The cost of due diligence depends on the complexity and the scope of the investigation. It's recommended to consult with a legal expert to get a more personalized estimate.
Additional resources for due diligence in Hanoi, Vietnam include the Vietnam Chamber of Commerce and Industry (VCCI), The Ministry of Planning and Investment, Vietnam Bar Federation, and Online legal databases like Vietnam Law & Legal Forum and Le Quoc Tuan & Associates.
If you need legal assistance in due diligence, start by identifying a reputable law firm or practitioner who specialises in due diligence. Prepare a predefined set of questions to clarify your needs and expectations. Maintain a clear and open communication line with your lawyer throughout the process to remain informed and to ensure all aspects of the investigation are fully covered.
