What determines the quality of an M&A deal, beyond its scale or transaction value?

M&A plays an increasingly important role in attracting investment capital, corporate restructuring, technology transfer, and enhancing competitiveness. In 2025, Vietnam recorded 367 M&A transactions with a total announced value of approximately US$8.7 billion, up 26% from 2024.

However, these figures do not fully reflect market quality. The quality of a deal depends on thorough business preparation, transparent information, accurate due diligence and valuation, effective legal risk control, and the ability to create value after the merger.

M&A is an interdisciplinary field that requires a combination of strategy, finance, law, tax, corporate governance, and practical experience.

What capabilities should M&A personnel develop to turn knowledge into practical skills?

M&A personnel need expertise and skills across the entire lifecycle of a deal, from business preparation, partner sourcing, due diligence, valuation, deal structuring, negotiation, and signing to post-M&A management.

However, theoretical knowledge alone is insufficient. Every deal has its own characteristics and challenges, requiring the ability to handle practical situations. Therefore, M&A training should include short-term courses, thematic workshops, and real case studies, including deals that fell short of expectations, to help learners identify and address practical issues.

The objective of training is to build practical execution and deal management capabilities.

Another issue is that research resources and M&A data remain fragmented. Developing thematic reports, case studies, reference data, and training materials will provide a stronger practical foundation for M&A practice.

This effort can begin with concrete products. The principle is “products first, institutional frameworks second,” meaning each course, workshop, or research activity should generate usable products such as reports, case studies, and professional tools.

Due diligence and valuation are often viewed from financial and legal perspectives. Why must M&A personnel also understand industry specifics and risks that may not immediately appear in financial statements?

M&A cannot be conducted solely on financial indicators or legal documents. M&A personnel need to connect financial and legal information with the specific characteristics of the industry in which the business operates.

For instance, when acquiring a hospital, investors cannot look only at revenue, profit, land, or facilities. They also need to examine operating licenses, scope of expertise, medical staff, key personnel, infrastructure, equipment, health insurance, and other industry-specific conditions.

Even if a hospital has strong revenue, investors must consider whether that revenue depends too heavily on a few individuals. If a major share of revenue depends on two or three key doctors, their departure after the transfer could directly affect operational continuity and enterprise value.

Similarly, certain legal deficiencies that may appear to be mere paperwork issues can directly affect operational capability and, consequently, corporate value.

From the perspectives of human resources, data, and legal requirements, how should professional foundations and standards be developed to improve the quality of Vietnam’s M&A market?

Training must be connected with legal frameworks and practical professional tools. Guidelines, due diligence checklists, transaction document templates, risk identification frameworks, and reference procedures can be developed to give M&A personnel additional tools for deal execution.

These tools and standards are for reference and recommendation only, must comply with the law, and do not replace the professional responsibilities of transaction parties. Practical impediments should also be compiled to provide a basis for discussion and recommendations on policy, law, and professional standards.

The key is to create a cycle in which knowledge is continuously tested through practice. Research results feed into training; knowledge is applied in practice; risks are identified for prevention; and issues arising from disputes are synthesized into lessons that feed back into training activities.

Thank you very much!