NOTES IN M&A CONTRACT
When M&A is in progress, businesses need to pay attention to some basic terms in the contract such as transfer price, method and time of payment, implementation period, etc. to minimize risks for businesses. .
For a business purchase and sale contract, the buyer is usually the subject of editing, so the content of the contract often has a priority nature in favor of the buyer. To ensure the rights and profit of themselves, and at the same time ensure that transactions can be done, businesses should note the following terms:
(1) Subject: It is necessary to specify information of the parties such as: business name, head office address, name and position of the legal representative, ID number (or passport number) of the representative according to the law, corporate tax code, etc. according to the Certificate of Business Registration or the Certificate of Investment. When entering into a contract, the parties can contact and ask the partner to provide a copy of the Certificate of Business Registration or the Certificate of Investment to ensure the correct information and signing authority.
(2) Transfer price: It is necessary to specify the total value of the contract. Enterprises should note that the payment currency is Vietnam dong, except for some cases where the State allows the use of foreign exchange in the Vietnamese territory according to the provisions of Circular 32/2013/TT-NHNN.
(3) Payment method and time: The parties need to clearly define the payment method (transfer or cash) and specific payment time with the payment amount of each installment. To ensure safety, the parties should ask a reputable and competent organization to perform intermediary financial services. This third party will ensure that the parties to the contract comply with the agreement and legally.
(4) Conditions and time limit for property transfer: For the buyer, it is necessary to clearly specify the accompanying conditions and specific time in the M&A process for the seller to perform the obligation in the transfer of assets, shares or shares as stipulated in the contract.
(5) Legal rights and obligations of the parties: The parties need to detail their obligations in the period before, during and after the performance of the contract as well as the specific termination time.
(6) Terms of binding liability: The parties can anticipate situations that the other party can use to not perform the contract but draft appropriate terms, such as the buyer's liability for non-payment. , or the seller's liability for failure to deliver the subject matter of the contract.
(7) Contract performance term: In the contract, it is necessary to clearly specify the time of entry into force and termination, or the arising grounds leading to the termination of the contract.
(8) Dispute Settlement Terms: Disputes can be brought to a competent Court or Commercial Arbitration for settlement.
(9) Statements and commitments of both parties on the status of the business: The contract should contain provisions that the seller must manage and commit to the debts of the enterprise. This is used to limitation and risk for side buy.
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