For years, the landscape of Mergers and Acquisitions (M&A) in Vietnam was often viewed by international investors as a regulatory environment that was still "finding its feet." While the laws were on the books, enforcement was perceived as secondary to the momentum of the transaction. However, as we move through 2026, that perception is being met with a harsh reality check.
Vietnam’s competition authorities have been granted significantly sharper tools. With the implementation of Decree 102/2026/ND-CP, the government has dramatically tightened the sanctions for violations related to economic concentration. This decree doesn't just "tweak" the rules; it fundamentally shifts the cost-benefit analysis of compliance for every business operating within or entering the Vietnamese market.
Whether you are a multinational corporation or a growing SME, understanding these shifts is critical. Failure to comply can lead to fines that dismantle your deal’s ROI or, worse, structural remedies that could force you to unwind the transaction entirely. Below are the seven most common mistakes we are seeing in the market today and, more importantly, how you can navigate them safely.
1. Assuming the “Old” Percentage-Based Fine System Still Protects You
Under the previous regime (specifically Decree 75/2019), many legal departments became comfortable with the idea that fines for failing to notify the authorities were largely calculated as a small percentage of revenue in the relevant market. For many, this was simply treated as a "cost of doing business."
The Mistake:
Relying on outdated risk models that assume minor violations will translate into negligible cash penalties. Under the new Decree 102/2026, the authorities have introduced fixed fine bands that apply regardless of whether you have a large revenue stream in Vietnam yet.
The Reality:
- Failure to notify: If your combined assets, revenue, or transaction value is under VND 3,000 billion, you face a fine of VND 500 million to 1 billion per party.
- Large Transactions: For deals involving values over VND 3,000 billion, the fine jumps to VND 1–2 billion per party.
- While these are capped at 5% of turnover, the "fixed" nature means that even for smaller deals, the entry-level fine is now a serious hit to the balance sheet.
How to avoid fines:
You must update your internal risk assessment models immediately. Replace the "0.5%–1% of revenue" assumptions with these new fixed ranges. Ensure your board understands that Vietnam is no longer a "low-fine" jurisdiction for competition law.
2. Misjudging the "Vietnam Nexus" in Foreign-to-Foreign Deals
A frequent point of confusion for international investors is whether a deal happening entirely outside of Vietnam: say, between a parent company in Singapore and one in Germany: requires a filing in Hanoi.
The Mistake:
Assuming that because the target has a "limited" presence in Vietnam or only one party has a local subsidiary, no notification is required.
The Reality:
The Vietnam Competition Commission (VCC) looks at the effect on the local market. If the transaction hits any of the four thresholds: Total Assets in Vietnam, Total Turnover in Vietnam, Transaction Value, or Market Share: a notification is mandatory. Decree 102 has made the enforcement of these thresholds easier and more aggressive.
How to avoid fines:
Run a professional M&A competition assessment before you even sign the Term Sheet. Don't just look at revenue; you must audit local assets and the total transaction value. If there is any "Vietnam nexus," get a formal legal opinion to confirm whether a filing is triggered.
3. "Gun-Jumping": Integrating Before You Have the Green Light
In the rush to capture synergies, many companies begin integrating their teams, sharing sensitive pricing data, or even transferring control before the VCC has issued its final clearance. In the legal world, this is known as "gun-jumping."
The Mistake:
Treating the Vietnam filing as a "post-closing clean-up" item or starting joint marketing efforts while the dossier is still under review.
The Reality:
Implementing any part of an economic concentration before official approval is a violation of Decree 102. This can trigger fines in the hundreds of millions of VND and, in severe cases, the VCC can demand a "forced divestiture": essentially ordering you to sell off the assets you just bought.
How to avoid fines:
Your Sale and Purchase Agreement (SPA) must include a strict standstill clause. No transfer of control and no coordinated market conduct should occur in Vietnam until clearance is granted. You can plan for integration, but you cannot execute it.
4. Treating Conditional Approvals as "Soft Recommendations"
Sometimes, the VCC will approve a deal but only under certain conditions: such as divesting a specific business line, maintaining price caps, or submitting quarterly reports.
The Mistake:
Viewing these conditions as optional or delaying their implementation because they are commercially inconvenient.
The Reality:
Decree 102 treats non-compliance with conditions as a major violation. Fines for partial compliance can reach 1–3% of your turnover in the relevant market. The VCC also has the power to revoke the original approval, making the entire deal illegal in retrospect.
How to avoid fines:
Treat every condition in an approval decision as a binding court order. Assign a specific compliance lead within your organization to monitor these obligations and keep a detailed audit trail of your adherence to them.
5. Underestimating the Risk of "Prohibited Concentrations"
There is a common misconception that the VCC will always find a way to approve a deal as long as the parties are willing to pay a fine or offer a small remedy.
The Mistake:
Proceeding with a deal that creates a dominant market position without a substantive analysis of whether it is legally "prohibitable."
The Reality:
If a merger is found to significantly restrict competition, Decree 102 allows for fines up to 5% of turnover. More importantly, the authorities can exercise "structural remedies," which include splitting up merged entities or imposing state-mandated pricing on your products.
How to avoid fines:
Engage in a comprehensive market analysis before committing. If your market share is set to exceed 30%, you need a high-level strategy to justify the merger based on economic efficiencies or consumer benefits.
6. Submitting Incomplete or "Toned Down" Information
When deadlines are tight, it is tempting to provide "estimates" for market share or to omit certain side agreements that might complicate the filing.
The Mistake:
Treating the notification dossier as a mere administrative formality rather than a sworn legal submission.
The Reality:
Decree 102 has significantly increased penalties for "fraud and concealment." If the VCC discovers you provided misleading data, they can cancel the approval decision. This doesn't just result in a fine; it puts your entire local operation in legal limbo, potentially halting your ability to trade.
How to avoid fines:
Ensure all figures: assets, revenue, and market data: are cross-checked against your audited financials. Use bilingual counsel who can ensure that the Vietnamese notification dossier perfectly matches the English transaction documents to avoid "lost in translation" errors that look like deception.
7. The "One and Done" Fallacy: Ignoring Post-Closing Compliance
Many investors believe that once the VCC clearance letter is in hand, the legal work is over. This is a dangerous oversight.
The Mistake:
Focusing solely on competition law while ignoring the flurry of post-closing notifications required by other Vietnamese authorities.
The Reality:
The "M&A ecosystem" in Vietnam involves multiple layers of compliance. Once the deal is cleared by competition authorities, you still must update:
- Enterprise Registration Certificates (ERC) for changes in ownership or legal representatives.
- Investment Registration Certificates (IRC) for capital adjustments.
- Sector-specific licenses (especially in retail, logistics, or energy).
- Labor and Social Insurance registrations for transferred staff.
How to avoid fines:
Prepare a post-closing compliance checklist at the same time you prepare the VCC filing. Assign a dedicated project manager to track these deadlines over the first 12 months following the transaction.
Through the above article: A Strategic Roadmap for Your Business
Navigating Vietnam’s M&A landscape in 2026 requires more than just commercial ambition; it requires a disciplined approach to the new regulatory reality. To minimize your risk under Decree 102/2026/ND-CP, we recommend these five actionable steps:
- Screen Early: Assess competition thresholds before the Term Sheet is even signed.
- Budget for Sanctions: Incorporate the new fixed fine bands into your deal's risk profile.
- Enforce the Standstill: Prevent "gun-jumping" by strictly separating planning from implementation.
- Audit Your Data: Ensure your notification dossier is accurate, consistent, and verifiable.
- Plan for the Full Lifecycle: Don't forget that tax, labor, and licensing compliance continue long after the merger is cleared.
At BLaw Vietnam, we are thrilled to help our clients optimize their M&A strategies and streamline their market entry. Our team of highly qualified legal experts has a proven track record of navigating complex filings and ensuring that your business remains compliant with the latest decrees.
Are you planning an M&A transaction in Vietnam? Don't leave your compliance to chance. Contact us today for a tailored consultation and let us help you build a secure foundation for your investment.
Contact BLaw Vietnam to streamline your M&A compliance today.