Squeeze-out of Minority Shareholders after Completion of the Takeover
7. Squeeze-out of Minority Shareholders after Completion of the Takeover

[Last updated: 1 January 2025, unless otherwise noted]

Vietnamese law does not have any "squeeze-out" mechanism that allows a shareholder, once it has reached a certain shareholding threshold, to conduct a bid to acquire all the shares of the remaining shareholders even without the consent of such remaining shareholders. Under the current public offer rules in Vietnam, once a investor holds 80% or more shares in the target company, the investor must continue to purchase the remaining shares within 30 days. However, the current rules do not impose any obligation on the remaining shareholders to sell their shares within this time limit. In practice, it is possible for an 80% shareholder to "force" other remaining shareholders to sell out their shares by way of share redemption, by procuring to pass a resolution on reorganization or changes of shareholders' rights/obligations. In accordance with the Enterprise Law, the shareholders voting against such resolution may request the company to redeem their shares.

As alternatives, there are some regulations that can be applied collectively or individually which may result in a dilution of the minority shareholders, such as the company's issuance of new shares to existing shareholders, a merger process and share redemption by the company. Having said that, the application/combination of various methods requires a careful decision- making process whereby the target company must take into account the reasonable interests of the minority shareholders in accordance with Vietnamese law and the company's charter.