In recent years, there have been changes affecting various fields of laws, e.g., the Law on Investment 2020, the Law on Enterprises 2020, the Competition Law 2018, the Law on Securities 2019, the Labor Code 2019, etc., which have created a “fair” and friendlier investment environment for foreign investors, effectively making the Vietnamese M&A market more attractive. For example, instead of the old “positive list” approach, under which authorities had a wide discretion in deciding market-entry conditions, the new Law on Investment 2020 and Decree 31/2021 have adopted the new “negative list” approach. Under this new approach, except for a few business lines that are listed in Decree 31/2021, foreign investors would be subject to the same business conditions as domestic investors, effectively simplifying the investment process for foreign entities.
Another trend concerns the increasing awareness of merger-filing issues for any M&A transaction, taking into account the new merger-filing criteria and thresholds imposed by the Competition Law 2018 and its implementing Decree 35/2020. Furthermore, new data security decree No. 53/2022, as taking effect on 1 Oct 2022, would impose, among other specifications, the localised data storage obligation to a number of service providers in Vietnam – including technology companies as well as telecommunication operators and data storage providers.