Douglas Jackson, managing director at Alvarez & Marsal Vietnam, made the remarks at an M&A forum held in Ho Chi Minh City on Tuesday, adding that strong influx of FDI into the country will continue to shape M&A trends.

In addition to real estate, the finance & banking sector is drawing significant interest but it requires high transparency and a strict legal framework, he noted.

According to Jackson, investors need to be cautious, as the financial sector has more complex requirements for governance and risk management. Nevertheless, ongoing restructuring, shifts in business models, and rapid digitalization are creating new opportunities for strategic deals.

Health care is another highly sought-after sector. With an ageing population and rising demand for quality services, Vietnam offers ample room for foreign investors to invest in hospitals, clinics, and supporting healthcare services.

Besides analyzing M&A trends, Jackson also highlighted early indicators that a company may be facing short-term difficulties - a factor of particular interest to investment funds when pursuing “rescue” or restructuring deals.

The key, he said, is distinguishing between fundamentally strong companies facing temporary challenges and those that are really weak. To do this, investors should examine four groups of indicators: market position, operational efficiency, liquidity, and corporate governance.

First, market position. Even if a business is losing money, if it still has a stable customer base and a strong brand, and operates in a growing market, its chances of recovery are still high. Conversely, if the industry market has declined, the chances of rescue are very low, regardless of the business's previous solid foundation.

Second, operational efficiency. Investors need to compare the business with similar competitors to assess whether process improvements, cost optimization, or operational restructuring can help the company turn things around.

Third is liquidity. Many businesses that expand too quickly easily fall into cash flow shortages. Douglas Jackson argues that if banks maintain a certain level of credit availability, the chances of recovery remain quite high.

Fourth is corporate governance. In crisis-stricken businesses, senior management may change, therefore the competence and cohesion of middle management play a crucial role in maintaining operations, implementing restructuring, and leading the recovery process.

He emphasized that these factors serve as critical foundations for assessing whether to participate in a rescue deal and evaluating a company’s value-creation potential in the long term.

He also advised consulting firms working with foreign investors to improve transparency standards, correctly segment target investors, tailor their profile and message to each investor; and choose advisors with capability and credibility.

Also at the forum, Pham Duy Khuong, managing partner at ASL Law, shared that although energy, real estate, industrial infrastructure, and technology are often considered “high-legal-cost” sectors, they remain focuses of foreign capital thanks to strong growth prospects.

He explained that there are three groups of legal risks that make deals in these sectors costly. They are inconsistent legal interpretation and enforcement among localities; lengthy and uncertain administrative procedures; and legal issues relating to the assets and projects involved in M&A transactions.

“Even so, high risk, high return. These sectors remain magnets for foreign capital due to their strong growth potential. Professional investors assess risks alongside long-term returns, and many are patiently waiting for opportunities to overcome challenges,” he added.

He believed that Vietnam’s M&A market still lacks synchronization in legal frameworks and information access. To make the market more vibrant, improvements are needed in three areas: legal frameworks, buyers, and sellers.

First, in terms of legal factors, he stressed the need for transparency in information sharing and reducing information asymmetry among transaction parties. Additionally, there should be a dedicated mechanism for restructuring deals, which is a major global trend.

Second, regarding buyers, foreign investors from Japan, South Korea, Singapore, China, or Europe all have different investment preferences, appraisal standards, and risk appetites. Therefore, sellers, especially Vietnamese companies, need to understand which investor groups they want to target and prepare suitable documents, data, and working methods.

Third, on the sellers’ side, M&A cannot be a process of “selling whenever one wants,” he said, recommending Vietnamese firms clearly define the sale strategy and target investor groups (domestic/foreign, three key preparations: financial investor/strategic investor); and ensuring strong legal readiness by conducting an internal legal due-diligence review before buyers step in, minimizing later revisions. It is necessary to prepare a complete data room and a flexible working process to facilitate efficient communication, reducing costs and transaction time, he added.

“In summary, if legal transparency is guaranteed, buyers understand the market, and sellers raise their professionalism, we can fully expect a more vibrant M&A market, with more transactions and a more effective restructuring process,” he concluded.

According to KPMG, Vietnam’s M&A activity through the first 10 months of 2025 shows a market steadily regaining balance after two volatile years, with dealmaking shaped by rising selectivity, clearer regulatory signals, and the return of larger, higher-conviction transactions.

Meanwhile, across Southeast Asia, dealmaking remained relatively subdued for much of 2025, as tighter financial conditions, valuation gaps, regulatory uncertainty and geopolitical risks tempered investor sentiment, the company stated in a report released at the M&A forum.

"While overall M&A volume continues to moderate in Vietnam, the $2.3 billion in 10-month disclosed value demonstrates that capital is flowing into assets with resilient demand profiles and strategic relevance," noted the report, named "Vietnam M&A 2025: Opportunities reshaped by disciplined capital".