Legal & Tax Due Diligence

Due diligence answers one question: what am I actually buying? In Vietnam the answer often differs from what the seller's documents suggest — licences may not cover current activities, land use rights may carry conditions, and tax positions may not survive an inspection.

Wise Counsel conducts legal and tax due diligence on Vietnamese targets for investors, acquirers and lenders, and reports findings in a form that can be used directly in negotiation.

What we help with

• Corporate standing, ownership chain and validity of past capital contributions
• Licences and sub-licences — whether they cover the activities actually carried out
• Material contracts, change of control clauses and termination risks on the transaction
• Land use rights, leases, and the conditions attached to them
• Labour compliance — contracts, social insurance, foreign workers and termination exposure
• Tax review of filings, invoices, related-party transactions and open inspection risk
• Litigation, enforcement actions and regulatory penalties, past and pending
• A red-flag report identifying deal-breakers, price adjustments and conditions precedent

A due diligence report is only useful if it tells you what to do. Ours identifies which findings justify a price reduction, which require an indemnity, and which should stop the deal.