Vietnam M&A Forum 2015

Ending the first phase 2008 – 2013, Vietnam has witnessed a wave of M&A, recognized as the first wave. The first wave took place in the context of fluctuations in the stock market, the efforts of enterprises to restructure and survive the global crisis. During this period, M&A in Vietnam grew five-fold from US $ 1 billion to $ 5 billion.

Starting in 2014, the market began to pick up the new wave, known as the second wave occurred in 5 years from 2014 to 2018: the commitment of equitization of large state-owned enterprises; the rise of the private sector companies, the interest of foreign capital flows for investment opportunities and M&A activities in Vietnam.

In 2015, after a year starting in the new wave, the business began to have specific strategies. For domestic enterprises namely “Countdown to the next market boom”. Analysts pointed out that if we do not attract foreign investment, the equitization plans of state enterprises in Vietnam will face many difficulties. Therefore, finding funds are particularly important problem. Within each business, attracting capital and gathering resources for M&A are also very important, only a handful of businesses have performed well such as Masan, Pan Pacific. Besides finding the capital, choose the opportunity to now the focus will be discussed in the forum of this M&A in 2015. In this stage, potential M&A opportunities in Vietnam are huge: Opportunities from the company are in demand selling to restructure; program opportunities from equitization of State Enterprises. However, among the number of potential opportunities, only a few of them that can bring great value to the business.

Forum M&A Vietnam 2015 will take the time to assess the trend of M&A in the vibrant sector today such as banks – financial, food and FMCG, technology and commerce, ecommerce. Besides, the issues of strategy and M&A techniques will also be discussed and shared like boom growth strategy Breakthrough, valuation in M&A.

In the framework of the Vietnam M&A Forum 2015 will be held with key activities include: Exhibition and Promotion of Investment, voting typical M&A deals and Banquet-Gala Dinner in GEM Center, HCMC 06/08/2015.

For Ticket, please click HERE

Speakers

Speakers and Panel at this year Vietnam M&A forum are Policy Makers, M&A Experts from all areas related to M&A. Especially, Mr. Hong Bui, Co-head of M&A practice from LNT & Partners will join the Panel in session 1: Policy Dialogue. With his intensive experience in handling legal side of M&A deals, he’ll definitely bring interesting points of view to the discussion.

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Agenda | VIETNAM M&A FORUM 2015

 MORNING SESSION DEALMAKERS PRIVATE MEETING

Time: 9h00 – 12h00

AFTERNOON SESSION

13:00- 14:00             Register

14:00- 14:30             Opening session –      Welcome Speech: Dr. Nguyen Anh Tuan – Vietnam Investment’s Editor-in-Chief, Head of the Organizing Committee of the Vietnam M&A Forum 2015. –      Speech by Vice Minister, Ministry of Planning & Investment.  

14:30- 15:30             TOPIC 1: POLICY DIALOGUE

–      Policy changes in recent time: New Amendment to the Investment Law and Law on Enterprise which will come into effect soon on 1 July 2015; and the Government’s policy to open room for foreign investors in many sectors. These issues will hold great interest from investment companies in Vietnam and at abroad and will be raised on the Forum this year.

Panelist:

  • Mr. Vu Bang – President, The State Securities Commission Of Vietnam (or Mr. Nguyen Thanh Long – Vice President)
  • Mr Nguyen Huu Nghia, Chief Supervisor of the SBV
  • Mr Dang Quyet Tien,Deputy Head of Corporate Finance – Ministry of Finance
  • Mr Phan Duc Hieu, Head of Business Environment and Competitiveness Department, CIEM
  • Mr. Seck Yee Chung, Partner, Baker & Mckenzie
  • Representative from Deloitte Vietnam
  • Mr. Bui Ngoc Hong, Partner, LNT & Partners
  • Dr. Nguyen Anh Tuan (Vietnam Investment Review’s Editor-in-chief, Moderator)

 15:30 – 16:00           Networking Break  

16:00 – 17:15:         TOPIC 2: PROSPECT OF NEW CAPITAL FLOW AND OPPORTUNITIES FOR THE M&A MARKET BOOM

–      Looking back on the movement of M&A capital flows into Vietnam for the last time and assess future prospect.  –      Regarding the recent policy changes (opening room, relaxing business conditions in the New Investment Law and the Lawon Enterprise…), is there a possibility for M&A market boom  in Vietnam in the following time? Evaluation of the M&A capital inflows from Japan, South Korea, Thailand, other ASEAN countries, the US and Europe?

–      Assessment of opportunities of the equitization progress when the Vietnamese government decided to open room andstrongly promote the divestment in new sectors such as seaports, airports, large-scale state-owned enterprises. What are the quality deals for international investors?  

Panelist:

  • Mr. John Ditty, Chairman, KPMG Vietnam
  • Mr.Masataka SamYoshida, Senior Managing Director, RECOF Corporation
  • Mr. Paul DiGiacomo, Managing Director, BDA Partner HongKong
  • Mr. Nguyen Vinh Tran, General Director of Jen Capital
  • Mr. Nhu Đinh Hoa, General Director, BVSC
  • Ms.Dang Pham Minh Loan, Deputy Managing Director, VinaCapital (Coordinator).

17:15– 18:30             TOPIC3: M&A EXPERIENCES AND STRATEGIES IN VIETNAM

–      Sharing experience from successful deals in Vietnam.

–      What is strategy to develop the company and expand market in Vietnam. 

–      Experience on how to optimize the selling and buying business

–      Experience on negotiating with foreign partners

–      Build and Develop business for sale, a new trend and business opportunity for Vietnamese enterprises.

Panelist:

  • Mr. Stephane Gripon, Director of Mondelez Kinh Do
  • Mr. Chu Chee Kwang, General Manager of Nam Long Ltd, Co
  • Mr. Katsumi Mizuno, Director, General Manager, Overseas Business Division, Business Planning Dept., Credit Saison
  • Mr Johan Nyvene, CEO HSC
  • Mr Le Kim Hoa, Vice CEO, BIDV
  • Representative from the company which has been involved in the M&A deal in Vietnam
  • Dr. Nguyen Cong Ai, Deputy General Manager of KPMG Vietnam (Moderator)

18:30- 19:00             Cocktail & Networking

19:00 – 21.00           Gala Dinner & Deal Awards  

 

For Ticket, please click HERE

Source: http://mavietnamforum.com/sukien/chuong-trinh-hoi-thao.html

Vietnam, FDI and the TPP ISDS: a Tentative Look

The Trans-Pacific Partnership Agreement (“TPP”) is a multilateral agreement currently being negotiated that, when finally agreed, will encompass approximately 40% of the worlds GDP under a new generation of multilateral economic governance that is focusing on competition policy, labour rights, international investment law and the harmonization of other areas of law and aimed at boosting trade, investment and economic growth between members, who at the advanced negotiation stage include Japan, the USA, Vietnam, Australia, Singapore, Brunei, Malaysia, New Zealand, Chile and Peru, with Canada and Mexico interested in joining. One of the most controversial aspects of the negotiations is that they are largely being held behind closed doors – with only limited information on draft chapters being released through memorandums, or via the medium of Wikileaks, hence why this short article is a tentative look – a detailed analysis at this stage is not possible until the final draft is released or leaked, which will not be for some time yet. This lack of transparency has helped foster strong opposition to the agreement before even considering the provisions contained within. This article considers some implications of the TPP’s Investor-State Dispute Settlement (“ISDS”) for investors of inward and outward FDI in Vietnam.

Opposing views mean uncertainty for ISDS in TPP

The ISDS provisions of the TPP have both strong support, and strong disapproval. The strong support comes primarily from the Japanese and US governments and firms that see the ISDS as crucial to the success of the TPP, and the need to protect their investment interests particularly in the SE Asian parties to the agreement. On the opposing side, with a particularly vitriol response is Australia, which has undergone a unique policy shift among developed countries and chosen to accommodate anti-ISDS voices, arguing that it ISDS is a threat to domestic rule of law and has an undermining effect on national judiciary systems. In light of this, Australia has become a proponent to abandoning the ISDS mechanism in the TPP. While the inclusion of an ISDS is still highly likely to be included as part of the agreement – with the USA pressuring opponent parties to endorse the ISDS – and arguing that there won’t be a TPP without it, there is still uncertainty around how the final draft of the TPP will be structured.

ISDS could bring new forms of investment to Vietnam

The inclusion of ISDS into the TPP agreement could have the effect further reducing the risk associated with foreign investment, which could encourage companies from developed countries party to the TPP such as those in the US, to engage in “discretionary” outsourcing, this refers to foreign investment that does not require a foreign presence to be successful (while “non-discretionary” investment outsourcing refers to investment that requires outsourcing to a foreign jurisdiction to be financially viable) , and to ensure performance, would usually be kept in the home country jurisdiction where investment is less risk averse. Such investment can include high quality manufacturing, research and development and others. This discretionary investment could further raise investor confidence in Vietnam as a destination for high tech, R&D and other forms of investment.

Vietnamese outward investment could be boosted

2014 was regarded as a bumper year for Vietnamese outward FDI, with approximately US$1 billion going to 129 projects around the world. While the biggest recipients of Vietnamese FDI have been Myanmar and Cambodia, the US and Singapore were also destinations, both of whom are parties to the TPP negotiations. This suggests that Vietnamese firms would be able to benefit from the ISDS mechanisms. While the US and Singapore have highly developed legal frameworks for the enforcement of foreign arbitral awards; both countries and Vietnam are indeed party to the New York Convention, this could seek to enhance Vietnamese enterprises’ access to a neutral ISDS mechanism. The wide scope of the Japanese and American positions on ISDS covering all major contracts between foreign investors and the host state, if agreed, could protect many forms of Vietnamese FDI to the US and Singapore.

A potential Appellate structure could enhance ISDS for investors

Although not confirmed as yet, the US has taken a leading role in the TPP negotiations in calling for an Appellate structure to the TPP ISDS. Such a mechanism has been widely promoted in US-led international investment agreements, and is included in the US model BIT as a review mechanism. Furthermore, the International Centre for Settlement of Investment Disputes (“ICSID”) secretariat has also considered reform to include an Appellate structure for reviewing arbitral awards. Such a mechanism in the TPP ISDS could have two implications for investors. Firstly, such a structure could harmonize the interpretation of the TPP treaty text, and allow for the correction of awards from the many private commercial arbitration institutions from different jurisdictions that contain different rules of interpretation, and provide a more legitimate investment framework for investors. Indeed, the basis behind the ICSID Appellate structure was to achieve the aforementioned.

Summation

This short look at some of the potential implications on both inward and outward investors in Vietnam suggests that there will be benefits to the international framework for investment in the region that will have the effect of boosting investor confidence between TPP members, on the back of a re-energized ISDS mechanism. With suggests that such negotiations are at an “advanced stage”, it is likely that more aspects of the agreement will be made public in the months to follow.

Bibliography

  • Sappideen, R. Ling Ling, He. ‘Investor-state Arbitration: The Roadmap from the Multilateral Agreement on Investment to the Trans-Pacific Partnership Agreement’, 40 Fed. L. Rev. 207 2012
  • Cai, Congyan. ‘Trans-Pacific Partnership and the Multilateralization of International Investment Law’, 6 J. E. Asia & Int’l. L. 385 2013
  • Ikenson, D. ‘A Compromise to Advance the Trade Agenda: Purge Negotiations of Investor-State Dispute Settlement’, 57 Free Trade Bulletin 2014
  • Mayer Brown JSM ‘A Guide to doing business in Vietnam’ 2015
  • Mayer Brown JSM ‘Will Vietnam Sink or Swim Amid a Proliferation of FTA?’ International Trade Asia, 2015
  • http://www.talkvietnam.com/2015/02/vietnams-outward-fdi-is-the-tide-turning/ Accessed 7/4/15
  • http://kluwerarbitrationblog.com/blog/2011/05/11/reconsidering-icsid-awards/ Accessed 7/4/15

By Joseph McDonnell – Vietnam Law Insight.

Disclaimer: This Briefing is for information purposes only. Its contents do not constitute legal advice and should not be regarded as detailed advice in individual cases. For more information, please contact us or visit the website: Http://LNTpartners.com