1. What is Due Diligence?

2. What issues will be assessed in Due Diligence?

• Contracts has been and is being implemented (contracts with customers/clients, contracts with employees, contracts with suppliers…);
• Target company lawsuits (ongoing or likely to be faced in the future);
• Assets include constructions, land, intellectual property rights, business secrets...;
• Finance and tax liabilities;
• Labor;
• Internal documents (enterprise charter, liability agreement, shareholder agreement, etc.).
• And other documents necessary.

3. Why Due Diligence are important for your business?

4. Who is the Due Diligence Lawyer in Da Nang?

5. When to retain a Due Diligence Lawyer in Da Nang?

• There is a plan to go public and offer shares on the stock exchange.
• There is a need to restructure the business after a certain lenght of operation.
• Have a plan to raise investment capital.
• There are high legal risks operating in the fields of manufacturing, import-export, construction, and real estate.
• Sell/buy shares/capital to foreign investors in M&A deals.

6. Why should you retain a Due Diligence Lawyer in Da Nang?

• Quick consultation: All client questions will be quickly received and promptly answered by Due Diligence Lawyer in Da Nang.
• Save time: Due Diligence Lawyer in Da Nang has competence and experience in legal appraisals, resulting in speedy work and timely outcome for clients.
• Optimal solution: Due Diligence Lawyer in Da Nang can provide optimal solutions to solve the problems of the target companys or propose proper negotiation options based on their stance.
• Information security: All Client information and documents will be absolutely confidential.
• The strict and scientific legal appraisal process ensures providing Clients with a professional, objective, and accurate service.

7. What does a Due Diligence Lawyer in Da Nang do?

• Documents related to employees: Labor contracts, social insurance for employees, policies for employees,...;
• Records related to customers/clients: Customer or customer-related information, goods/service sales contracts with customers,...;
• Financial documents: tax returns, financial reports and tax-related documents, etc.;
• Records related to internal corporate relations: Company organizational documents, board minutes, shareholder agreements and other management documents;
• Documents related to compliance issues of businesses with the state: Certificates required (IRC, ERC...) for businesses to operate in accordance with the law, types of licenses for specific industries conditional business profession,...;
• Records related to business assets: Real estate (buildings, constructions, factories, etc.); land use rights (rent or lease), industrial property rights, business secrets;...;
• Check the litigation history and press history of the target company;
• Other necessary documents for the due diligence process.

• Research and connect to each business documents/matters;
• Identify significant aspects, ambiguous concerns, and legal gaps...

• Create concise legal reports that accurately depict all remaining concerns in the business.
• Provide consultation and solutions tailored to the needs of enterprises.

8. What necessary skills will a professional Due Diligence Lawyer in Da Nang required?

• Must be ethical and dedicated to work, for the legitimate purposes of Clients;
• Must have extensive knowledge not only of Vietnamese law but also of other countries' laws;
• Have extensive knowledge of the business and its activities, understand the issues and aspects of due diligence;
• Must have the ability to think, perceive and comprehensively solve complex legal issues;
• Must have profound and accumulated experience in due diligence activities;
• Comes with a qualified team to be able to coordinate and support each other in the best way, thereby providing optimal solutions for clients.

9. How can you find a qualified Due Diligence Lawyer in Da Nang?

10. FQA

• Enterprise structure and governance: The enterprise's organizational documents, board minutes, shareholder agreements, and other governing documents.
• Contracts and agreements. All key contracts, including customer agreements, supplier contracts, employment contracts and partnership agreements.
• Litigation history: Details of ongoing or past litigation, disputes or legal matters.
• Intellectual Property: Patents, trademarks, copyrights, trade secrets and licenses.
• Compliance documents. Certifications, licenses, permits and regulatory compliance records.
• Real estate and land use: Real estate ownership, leasing, zoning restrictions and other land use agreements.
• Privacy and data security: Handle sensitive information, data breach protocols, and comply with applicable data protection laws.
• Tax: Examine a enterprise's tax returns, financial statements, and other tax-related documents to identify potential tax liabilities, deductions, and credits.
• Environmental and safety regulations: Review enterprise environmental and safety policies and procedures.

Depending on the Client's requirements, the characteristics of the M&A transaction, the transaction between the Investor and the target company, an appropriate legal report will be prepared and sent to the customer.

Refer to the M&A Due Diligence checklist model issued by Pioneer Business Ventures: Master Acquisition Due Diligence Checklist.

• Enterprise registration certificate;
• Enterprise rules;
• Investment certificate (for businesses, an investment certificate is required according to the provisions of law);
• Certificate of registration of tax code and customs code;
• List of capital contributing members for limited liability companies, partnerships, member registration book for joint stock companies;
• Power of attorney from the legal representative of the enterprise and authorization from the shareholders and owners of the enterprise (if any);
• Labor contract, collective labor agreement;
• Accounting books, financial reports, activity reports;
• Enterprise meeting minutes;
• Property purchase and loan contracts; 
• Contracts and transactions related to the enterprise's activities.
• Depending on the purpose of Due Diligence, Due Diligence agencies and organizations may require businesses to provide certain documents. The organization of Due Diligence is usually carried out by a law practice organization specializing in Due Diligence.

(4) What is the difference between M&A lawyer and a Due Diligence lawyer?