ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Thứ Hai, 9 tháng 5, 2016

BIG C VIETNAM BELONGED TO CENTRAL GROUP (THAILAND)

The information was published by Reuters on April 29th. The winner in the race to acquire Big C Vietnam is Central Group, a corporation from Thailand.



According to Reuters, Casino – the French retailer has officially announced to sold Big C Vietnam to Central Group from Thailand for 1.14 billion USD. This is a move to reduce current debts of the owner of this supermarket.
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According to Casino, the commission of the deal is 920 million Euros. Central Group is a well-known family corporation in Thailand, operating in many fields such as real estate, retail, hotel and restaurant.

Earlier, in February, TCC Group, a rival of Central Group has won the race to buy the shares of Big C Thailand from Casino for 3.1 billion Euros. TCC has also included in the race to acquire Big C Vietnam.

Lotte Group (Korea), Central Group and TCC Holding (both from Thailand), Saigon Co.op and Masan Group (Vietnam) are the brightest candidates in this race. However, according to new information, Lotte Group and Central Group will abandon the race.

During the first bidding round, investors offering a very high price of nearly 1 billion USD. Finally, Big C Vietnam has belonged to Central Group.

ANT Consulting is here to assist you from the outset; providing corporate intelligence, risk advisory, management consulting services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:
We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.
We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

Further information   



CLASSIFY RISKS IN BUSINESS ENVIRONMENT

Risks are varied and often change. It evolves according to the changes and evolution of the business environment. There are many ways to classify the type of risk, depending on the field, origin, function, scope, impact, occurrence and severity of harm…
However, we can generalize several common risks in the business environment in Vietnam as follows:



Risk Prevention in Vietnam

First is financial risk. Financial risk can be defined as the risks in the field of financial management such as credit risk, exchange rate, interest rate, liquidity, investment, asset, liability and cash flow… In recent times, many Vietnam companies are reeling from interest rate risk (interest rate goes up too high) and investment risk (inefficient investment); while banks are reeling from credit risk (bad debt). The risk in exchange rate also caused many hardships to import businesses. After signing the contract to purchase goods in foreign currency, the exchange rate increased unexpectedly. Financial risks could be considered risk that covers all risks because the result of these risks, whether they are non-financial, is more or less led to financial losses.

Second is policy risk. Policy risk is the risks related to Government policy. A new or changed policy can bring business opportunities for this group of enterprises but can cause severe damage to other business groups. The policy to open door or close door to foreign firms may affect the operation of domestic enterprises. A tax policy changes could make many business owners scared.

Next is strategic risk. It is defined as the risks related to the planning and implementation of strategies. A strategy is selected by emotion; lack of careful analysis can potentially lead to failure. The multi-sectoral strategy of many enterprises recently is clear examples of strategic risk when businesses participate in new industries that does not based on its core competences. Even a properly planned strategy also has risk of failure in the implementation process. Also, along the way of a long-term strategy, there may be fluctuations that if businesses do not have the appropriate adjustment steps, the risk of failure is unavoidable.

The fourth type of risk is brand risk, which is the risk related to the image and prestige of the brand. A company that has illegal activities, deceiving consumers, harmful to people’s health and environment could make bad brand image. As a result, customer will boycott, the company may become unprofitable and even bankruptcy. In other case, a company trying to build a brand without protection, it will be imitated by competitors or furthermore will also go bankrupt as a consequence.

The fifth type of risk is technology risk. It can be defined as the risks related to technology. For example, desk phone is almost dead with the development of mobile phone with cheap subscription fees.
Next, the seventh type is legal risk. Legal risk is the risks related to the law. Enterprises can accidentally or intentionally violate the law. On the other hand, law can also vary according to the negative direction for the business. If enterprise does not update legal information and conduct early identification of legal risks, business can easily fall into situation of legal violation or loss of competitiveness when required to comply with the law.
The eighth type of risk is human risk. Human risk is the risks related to the corporate workforce. Talented people and key personnel can leave the enterprise for any reason. The gray matter of the enterprise (often accompanied by technological know-how and trade secrets) can flow to competitors. In contrast, businesses may inadvertently acquire vandals come to work in the enterprise. Incompetence and poor ethics general manager or senior management is capable of making a business to become bankrupt. That is not including other risks related to the strike, shortage or surplus of human resources… In fact, human risk could par with the financial and business risks because since its adverse effects are not inferior.

Ninth is operational risk, which is the risk relating to management and operation capacity of business, including management system, operational process, policies, rules, regulations, operating procedures, the way of management and administration and also the use of human in the operating system. A loose management system can create multiple vulnerabilities, causing loss of property and money; an unreasonable or lacking strict control operating procedure may give rise to violations, leading to malfunction or damage. The flaws in personnel arrangement are not only reducing the working efficiency but also obstructing and even hazardous for the development of enterprises.

Tenth is the market risk, which is defined as the risk related to the movement and changes of the market, including products, customers, consumers, suppliers, partners and competitors. Changes in consumer trends can make it difficult for many businesses. The new competition ways from rivals may directly threat to the normal operations of the business.

Next is the contract risk. Contract risk is the risks related to the signing of the cooperation agreements, economic contracts and contracts of sale… The terms that lacks of clarity are detrimental, leading to damages to the enterprise in case of disputes.

Twelfth is the security risk, which is risk related to information. Technological know-how and trade secrets might be revealed or leaks. At normal levels, businesses may be imitated by competitors. More specifically, the entire plan or strategy can go bankrupt.

In addition, there are other types of risk that could be mentioned as disaster risks (natural disasters, fires, explosions, accidents, war, violence…), relational risk, communication risk and risk in the application of information technology…

Most of these types of risk, enterprises are commonly encounter. If they know how to manage risks, businesses are more likely to evade, disable, minimize negative impacts or at least actively embrace and respond in the most appropriate manner.

ANT Consulting is here to assist you from the outset; providing corporate intelligence, risk advisory, management consulting services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:
We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.
We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

Further information   




Thứ Năm, 5 tháng 5, 2016

M&A DUE DILIGENCE AND EXECUTION IN VIETNAM

Merger and Acquisition (M&A) activities in Vietnam have been rapidly increasing over the the years in value and number of transactions when Vietnam’s opening policies to attract foreign investments loosen up.  The M&A due diligence and execution are therefore important steps to ensure a successful transaction.




For foreign investors wishing to take advantage with a certain level of risks in Vietnam where the cost of labour are cheap, mid-income populations are growing, and the need of capital are high, it is imporatant to find the right target companies to invest.  Challenges might arise when approaching the right local companies, locating the right decision makers within the local companies, encountering differences in languages and cultures.
It is imporant that the local consultants with the understanding of the business and legal environment in Vietnam where the local companies are incorporated could be involved at an initial stage to monitor and minimize the risks, improve the effectiveness of the M&A process in Vietnam.
The Vietnam consulting company could also provide corporate intelligence and insights of the Vietnam targeted companies to have an overall evaluation of the compliance of the Vietnam companies, possible risks involved and growth potential.  Financial forensic services might also be needed before other further steps.  Then, the following will need to be considered when undertaking the M&A in Vietnam.
Due diligence
M&A duediligence in Vietnam is a vital step because it determines whether the M&A will succeed or not. There are some aspects that must be carefully considered:
  • Financial reports
Review all the financial reports of the Vietnam targeted companies within 3 to 5 years to assess the current and future financial situation. These data needs to be audited by a reputable independent auditing company. Evaluating financial situation targets on many aspects such as the reasonable connection between the financial statements, operating and sales margin of the business in relation to the average in that industry.  These data allow valuation real value of the target business.
  • The cash flow
Checking the dates on invoices showing that whether targeted businesses have paid promptly or not. Term of payment may vary from industry to industry, but generally 30 to 60 days. If the money order is paid after the billing date period of 90 days or more, it means that the business owner may be struggling with cash flow. Finding out that if the clients’ inability to pay bills or not is very important.
  • The staff
Determining the importance of staff for the success of the business considering work habits of employees, working time of key employees; ability to remain working after a change of the owner occurs; the incentives necessary to keep key employees; ability to easily replace key employees; the relationship of key employees with the company’s customers.
  • The customers
This is the most important assets of the Vietnam targeted company. Make sure that clients are as the other tangible assets of the business. Evaluating customers on some primary aspects: the relationship with the current owner of the business, customer history with business relations and the contribution of each customer to the profits of the company; assessing that customer will leave or stay when the business having new owners; customer services and dispute of the company, the relationship of the former owner of the business with the community or the industry.
  • Business location
This is especially important if the targeted company is a retail company. Does the importance of business location play a crucial role for the success of the company? How is the location of the company you plan to acquire? Is there sufficient parking lot for customers? How does the company depend on sales in the region? How is the prospects of the business in this area? Does this place have been in the process of rapid change from new residential district office building or not? Has business location become more or less desirable because of contemplated changes in surrounding area or not?
  • Competitors
Considering this aspect in order to define the capacity of the targeted business in the industry, the following questions would help: who are its competitor and what are their strategies? Does the price war happen frequently? How has the competitive environment changed?
It’s necessary to make sure that business registration certificate and other legal documents can be easily given to the buyer. It would be better to acknowledge the procedures to transfer these documents and its fee with the help of local management consulting company in Vietnam. If the targeted company is a joint-stocks company, what is the procedure for the business registration? Can foreigners own the company 100% according to Vietnam laws?  Conditional investments in Vietnam need to be considered carefully by lawyers in Vietnam to avoid mishaps.
  • The company image
Company image can be a significant asset and that cannot be assessed in the financial report. There are many intangible factors to consider when evaluating a company: how to serve customers, how employees answer the phone and the level of support the community or the industry.
Negotiate the price
It is important to understand the purpose and motivation of both parties. The sellers’ motivation are formed and affected by value drivers. There are two main value drivers which are approach value and avoidance value. Approach value is our purpose such as prosperity and avoidance value is the negative effect that we need to eliminate. Normally, the buyers try to find out what are the reasons why the owner wish to sell the companies. This will help the buyers plan a reasonable strategy beforehand.
A research analyzes the general aspects that the buyers seeking for via conducting surveys companies’ owner who have sold or transformed their enterprises. The research results are focus on profit maximization (79%), minimization of tax payable (73%), protection of viability of the company (71%)…(Source: Acquisition Marketplace Review, 2007).
The motivation of the buyer in most cases is similar to the motivation of the seller, which is to maximize profits, expand markets, increase revenue, operating areas, areas of activity, minimize taxes…
ANT Consulting is here to assist you from the outset; providing corporate intelligence, risk advisory, management consulting services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:
We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.
We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

Further information   



HOW TO MANAGE RISK?

Method
Depending on the size and characteristics of the enterprise that they may establish a risk managementdepartment consists of experienced professionals, or at least they should use the risk management services of professional consulting and law firms with extensive experiences in this field. The risk management departments have to perform many tasks but should focus on three main functions: risk identification, risk analysis and risk response.

First, we need to identify the risks. It is the process of gathering information, data and analysis of factors that may impact negatively on the achievement of goals, including the inside and outside, macro and micro factors. We can use analysis tools such as brainstorming, interviewing, root-cause analysis, checklist, SWOT analysis… along with other tools that are used in the strategic planning process. Enterprises need to create and regularly update the information and data system to serve for the analysis.
The next process is risk analysis, in which we need to analyze to assess risk that has been identified at the main aspects: the root causes of risk, risk probability and condition to occur, scope and displaced persons entitled to, impact of the risks, factors that change the level of impact…
Finally is the process of responding to risks. More specifically, it is the process of choosing the way to respond to risk, which may include measures to: (i) risk aversion (abandon risky activities); (ii) risk prevention (eliminate the root causes of risk); (iii) reduce the likelihood of risk; (iv) eliminate the negative impacts; (v) reduce the negative impact; (vi) risk sharing; (vii) risk transferring (buy insurance, use derivative instruments); (viii) take risks and preparing resources to overcome the consequences.
Principles
Risk management must ensure the main principles: (1) create value (cost of risk management has to lower than benefit that it brings); (2) is an integral part of the business activities; (3) attached to the decision making (all important decisions have to consider risk management); (4) to be systematic and follow a throughout process (5) are regularly evaluated and improved.
It can be said, at the present, only the financial institutions and the banks are interested in risk management activities (although not enough) while most other companies have not focused on this activity. Towards the sustainable development, enterprises cannot just “take risks” in the passive and desperate ways, they should be towards to manage risk in proactively and wisely ways.
ANT Consulting is here to assist you from the outset; providing corporate intelligence, risk advisory, management consulting services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:
We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.
We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

Further information   



Thứ Tư, 4 tháng 5, 2016

Corporations to promote trade in Vietnam.

At ANT Consulting, we assist foreign organizations, corporations to promote trade in Vietnam.

In particular, we assist cients to identify potential partners, get details company and general industry reports and determine marketability of products or services.  At request, our consultants arrange personalied business matchmaking with Vietnam business partners leveraging on our customized market briefings, research and advice. 


 Further, an action plan could be developed to support client reaching agreements considering both commercial and legal aspects.

We keep regular contact with foreign trade promotion organizations globally i.e. FinproEnterprise IrelandtrAIDe, and other organizations and make ourselves available for their requests to assist business leaders of enterprises from those countries to come and visit Vietnam for trade promotion purposes.

Further information


BACKGROUND CHECK SERVICE IN VIETNAM

Vietnam is working on improving on the level of transparency. It is advisable that foreign investors take effort to learn about their partners before cooperating with them. In other words, it is important to understand an individual or enterprise before joining venture with them  in Vietnam so that  the investors may reduce the minimum risks that may occur as well as evaluating the possibility of cooperation in the future.






  • Research for records of enterprises or record of individuals in Vietnam;
  • Research for the reputation of the company or individual who shall be your business partners in Vietnam;
  • Research for the history of public information about the company or individual.
Despite the high risks of fraud, there are good opportunities in Vietnam. Namely, at the present, Vietnam has been strongly attracting direct investment capital from foreign investors. This leads to the demands of investigation as above – mentioned.
If the investors ignore this step of investigation, they may take heavy consequences because of their subjective. It may be a loss of money, time, effort and reputation.

Normally, most of the investors investing in Vietnam for the first time are using survey results from third parties, that is, the companies specializing in the investigation of market information.

Because, first, when investing in a whole new market, the investors do not understand clearly about the investment environment as well as the operating subjects in this new market. If the investors conduct the investigations themselves, the result may be inaccurate and not objective.

Second, the investors can save time as well as money to focus on other professional activities. With a team of experienced professionals, the companies specializing in this investigation field have full of capacity to meet all requests from the investors. Besides, time for the investigation is quick, and the price shall be much cheaper than the cost that the investors use to do their own investigation.
Therefore, if you are going to invest in Vietnam, we recommend you to conduct a thorough Vietnam background check, which includes the followings:
Before an investor wishes to set-up a business venture in Vietnam, it is advised to learn about the market, the business partner in Vietnam.  Let ANT Consulting help your business. Please contact us via emailant@antconsult.vn or call our office number: +848 35202779 (HCMC) or +844 39388751 (Hanoi).

Further information




RISK MANAGEMENT NECESSITY IN VIETNAM?

As Vietnam further integrates into the world business, more investors are eyeing Vietnam for investment. As part ofinvestment due diligence, risk management are always well considered before foreign investors decide to do business with Vietnam partners.




In any parts of the world inluding Vietnam, risk is an inevitable factor in business operation activities; higher return is always accompanied by higher risks. Coping and managing risk is an integral part of any business in order to make profit and create value to shareholders in import export transaction, investment, or merger and acquisition activities in Vietnam.

However, in our daily consulting practice, we have seen a number of businesses whom do not manage risk effectively and furthermore not fully understand about the risks that they are facing.

Typical risks in developing countries like Vietnam are political risks, policy risks, regulations risks, credit risks, bribery and corruptions, and organized crimes.
On daily transaction in trading, according to Vietnam Ministry of Industry and Trade, there are situations a number of corporate scams between Vietnam and foreign enterprises are reported. In particular, foreign companies sell goods or provide services to partners in Vietnam and in return the Vietnam partner fail to pay.

On a larger scale in FDI through business formation or M&A origination and execution, businesses that do not improve the risk management process will have to face with a lot of different types of risks: serious financial losses, adversely affecting cash flows and the value of shares, decreasing prestige with customers, employees and investors.

Many business leaders often put heavy emphasis on the business activity, profit, and revenues instead of concentrating more on risk management especially understading business partners through corporate intelligence investigation, background studying, adverse media search through professional consultants in Vietnam whom understand languages, cultures, legal environment and busieness practices. Further searches could help foreign investors to understand the company itself, owners, shareholders, members of board of directors of partner companies whom make daily decisions of the business.

In the period that global crisis has been predicted that almost bottom out and start to show signs of recovery, although the recovery process can occur with different speed and characteristics depending on sector and location of the business, the fully preparation of business in all aspects including process and risk managementstrategy could helps business not falling into the passive and also have more possibilities to take advantage of growth opportunities after the recession.

Recently in Vietnam with the impact of high inflation rate and economic recession caused by the global financial crisis, enterprises are increasingly concern about risk management activities. Many experts believe that an effective and well organized risk management system will help businesses withstand and overcome fluctuations.

ANT Consulting is here to assist you from the outset; providing corporate intelligence, risk advisory, management consulting services that assist market entrance, and ensure efficient business start-up operation.  Our services are as following:

We strive to save your cost by guiding you towards economical solutions that comply with local legislation and procedures. We support you through early logistic solutions and carry you through as your business grows.  We aim to bridge the gap between international best practices and local cultures and assist foreign companies and organizations entering Vietnam market to overcome commercial and regulatory issues.

We could be reached at email: ant@antconsult.vn or tel: +848 3520 2779 .  To learn more about us, please visit www.antconsult.vn

Further information