Pre-IPO legal due diligence turns fragmented records into a prioritised remediation plan. It is also relevant to private fundraising and M&A. The review should separate missing evidence, remediable issues and risks requiring disclosure or contractual allocation.
Build a usable data room
Prepare corporate and capital records, licences, investment approvals, asset documents, material contracts, employment and compliance records, and dispute information. Assign document owners and maintain version control. Access should reflect confidentiality and data protection requirements.
Restructure for a defined purpose
Reorganising group companies or moving assets can affect tax, licences, contracts, creditors and shareholder rights. Cross-border structures require investment and foreign exchange analysis alongside advice in the relevant overseas jurisdiction. An offshore holding company is not automatically necessary.
Make governance operational
Approval rules, conflicts procedures and disclosure controls need responsible staff and a practical workflow. The output of diligence should include findings, transaction implications, remediation ownership, evidence of completion and issues requiring further verification.
Legal due diligence does not replace a financial audit. Legal and accounting teams should compare findings where capital, assets or liabilities overlap. KM UNION’s advisory services support Vietnamese legal preparation and coordination with specialist partners.
Make the remediation list actionable
For each finding, state the underlying evidence, the transaction impact, the proposed action and the responsible person. Mark unresolved items honestly. The purpose is to improve the quality of the business’s records and decisions, rather than make every item appear closed.
After a restructuring, update the ownership chart, signing authorities and related contracts. Check that the final legal structure matches the accounting records and the operating model. Asset transfers and changes of control may require consents that should be identified before implementation.
When should diligence start?
Start while there is time to investigate and remediate issues before transaction commitments become fixed. The amount of work depends on the company’s history, business sector and proposed fundraising route.
Đọc bản tiếng Việt | IPO & Capital Raising Advisory
General information only. Requirements should be assessed under current law for the specific transaction.
