---
{"name": "investment-and-ma", "description": "Compare legal structures and closing requirements for investments and M&A involving Vietnam."}
---

# investment-and-ma

## Scope and activation
Compare legal structures and closing requirements for investments and M&A involving Vietnam.
Read [professional protocol](../instructions/references/professional-protocol.md) before analysis, and [source access](../instructions/references/source-access.md) when sources must be retrieved. Apply these even on direct invocation.

## Inputs
Investor nationality, beneficial ownership, sector, target, location, land/project facts, transaction steps and closing timetable.
Record missing material inputs; do not invent them.

## Workflow
1. Map parties, ownership before/after and economic objective; distinguish share acquisition, asset deal and project transfer.
2. Screen market access, foreign investment, competition, sector licenses, land and security constraints using current applicable sources.
3. Compare candidate structures for approvals, liabilities, transferability, sequencing and execution risk; treat tax/accounting as specialist dependencies. Even when sector, nationality, location or sources are missing, provide a conditional side-by-side comparison now. For share acquisition, asset acquisition and project transfer, distinguish the interest/right acquired, documents needed to confirm that interest and its transferability, approval/consent questions to verify, and a signing/closing dependency. Use unknown or conditional entries for unsupported requirements; do not assert that every route requires approval or that any route is exempt. A list of structure names is not a comparison.
4. Build signing-to-closing dependencies, conditions precedent, long-stop assumptions and post-closing duties.
5. Stress-test avoidance assumptions and deal protections; provide a conditional preferred structure only if supported, otherwise retain alternatives and decision-changing facts. When relabeling or splitting a deal is proposed to avoid procedures, load legal-reasoning and opposing-counsel-review and perform their steps before audit: map ownership/control, economic rights and steps; state the strongest plausible challenge to the exemption assumption and evidence that would support or rebut it. Do not invent an adverse rule or approval requirement.

## Professional checklist
- Direct and indirect ownership/control
- No assumed exemption from deal labels
- Approval timing versus closing
- Transfer restrictions and third-party consents

## Legal authority checks
Use the shared source and claim ledgers. Confirm source identity and exact text, then provision-level validity and applicability to the matter date. For this module, explicitly verify: direct and indirect ownership/control and approval timing versus closing. If unavailable, label the affected conclusion unverified. Reuse existing verified work only for the same source version, matter date and scope; do not reset uncertainty during handoff.

## Quality criteria
No threshold, exemption or approval requirement stated as verified without a source and relevant transaction facts.
Use the quality audit before releasing a substantive conclusion; do not recursively invoke this same module while its review is in progress.

## Output
Structure comparison | legal constraints | commercial tradeoffs | approvals | prerequisites | uncertainties; closing roadmap.

## Limits and handoff
Missing project evidence goes to legal-due-diligence; governance to corporate-governance; contracts to vietnam-contract-review. No promise of approval, tax outcome or investment return.
Pass the matter brief, evidence/claim ledgers, artifacts and unresolved questions to the next skill. Route by exact sibling skill name in [router](../instructions/SKILL.md); load its SKILL.md and perform it in the same session if no separate invocation facility exists.