Posted on

20 August, 2021

The foreign company wants to penetrate the medical equipment business market in Vietnam through M&A transactions; however, the company intends to acquire many financial errors and can be criminally prosecuted. Aplus Law’s Attorney had advised clients the solution to achieve their goals without the risk of future merchant mistakes


L.N Co., Ltd (hereinafter referred to as L.N.) is a medical equipment business unit that has had a stable market share in Vietnam for more than 10 years. M.S GROUP (hereinafter referred to as M.S Group) is a foreign corporation that wants to enter the market in Vietnam and wants to acquire L.N.

M.S Group wants to acquire the L.N. Company but does not want to get stuck with L.N. company’s legal issues related to previous operations. After an audit of L.N., there were many suspicious transactions between L.N. Company with hospitals and state servants. Therefore, M.S is looking to Aplus Law’s Attorney to ask for solutions in this M&A transaction.


How does M.S. Corporation acquire L.N. Company without liability, including trademark implicated in prior misdeeds?


After Aplus Law’s Attorney took over the case conducted an audit record check and did interviews with L.N. corporate owners. The conduct of the investigation and clarification of L.N. Company’s dubious transactions is important to assess the extent of risk and negative impact of these transactions in the future.

The result of an Attorney’s investigation is that L.N. corporate owners admit to having bribed hospital officials and state officials to win previous project bids. This is a violation of the M.S. Code of Integrity.

However, with intangible assets such as customer list, distribution unit list, employee system has been operating for more than 10 years now, it is a very necessary asset for MS. Group business project in Vietnam.

Therefore, Attorney advised M.S Group not to acquire the company but to acquire the existing contracts of L.N. Company (receiving the transfer), to acquire the information of the purchase/seller on the L.N. client list (with informed referral and transfer to these subjects about the takeover market of M.S.), receiving labor transfer (L.N. company terminates contract with employees for M.S. Corporation to sign a new contract in accordance with the contents of the previous labor contract between employees and L.N.). And the most important thing is to force the owner of L.N. Company to continue as manager for M.S. Group market in Vietnam for 3 years to transfer intangible assets.

The corporate sale was transferred to the sale of intangible assets and the leaseback of labor from the L.N. company. The case took place successfully at the initial request for the parties, M.S. Group is not responsible for L.N. Company and is still able to take over the market of L.N.

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