Vietnam's M&A Market Today and the Outlook for 2026 — Opportunities and Risks Created by Legal Reform
Vietnam's M&A market saw a full-fledged recovery in 2025, and further growth is expected heading into 2026. This article organizes, from a legal perspective, the key industry trends, legal and regulatory reforms, investment opportunities and potential risks, and post-M&A challenges. Sound deal structuring and the selection of a trustworthy advisor are the keys to success.
2025 was a year of significant change and expanding new opportunities for Vietnam's M&A (mergers and acquisitions) market. Following a temporary period of slowdown, M&A transactions have shown a steadily strengthening recovery trend, driven by policy adjustments, legal and regulatory reform, and improved transparency in the investment environment. On the supply side (sell-side deals), the market has undergone a process of natural selection.
Companies that have weathered difficult conditions and remain in business demonstrate:
A substantive business foundation
Sounder financial health
A medium- to long-term management perspective
Having entered a growth phase, these companies are increasingly seeking not only to bring in foreign capital but also to actively adopt international know-how in areas such as:
Governance structures
Risk management
Brand strategy
At the same time, as economic integration progresses, an "outbound" M&A strategy — Vietnamese companies expanding overseas — is also gaining ground.
M&A is no longer merely a means of raising capital; it is increasingly becoming an important passport to:
A bridgehead into overseas markets
Enhanced brand value
Full-fledged entry into global value chains
01 - Vietnam's M&A Market in 2025
【A Year in Which Recovery Became Clearly Visible】
Vietnam's M&A market in 2025 overcame a stagnant start to the year and showed a robust recovery trend from the middle of the year onward.
Not only the number of transactions, but also deal size and strategic significance expanded substantially, demonstrating that the Vietnamese market is becoming an increasingly attractive investment destination for:
Multinational corporations
Investment funds
Corporate investors
Of particular note is the increase in the following activities by foreign investors:
Acquisitions of companies and projects
Acquisitions of controlling stakes
Strategic alliances
Long-term partnerships
The following sets out the five key sectors that drove M&A activity in 2025.
(1) Healthcare
Expanding in both breadth and depth
The healthcare sector remains one of the most active areas.
Investment has taken diverse forms, including:
Acquisitions of hospital and clinic chains
Entry into pharmacy chains
Collaboration on specialized medical R&D
Investment in the development of health foods, medical devices, and wellness-related products
A common thread across many deals is a focus on improving the quality of healthcare services and expanding market access — a point that foreign investors place great emphasis on.
(2) Real Estate
Restructuring and new opportunities
As the real estate market undergoes a restructuring process, M&A is being widely used for purposes such as:
Acquiring established real estate companies
Taking over ongoing projects
Optimizing land banks and capital structures
A growing number of investors are seeking to reduce risk and save time by acquiring existing projects, rather than developing new projects from scratch.
(3) Finance
Getting ahead of the financial-center initiative
Against the backdrop of the financial center initiatives in Ho Chi Minh City and Da Nang, M&A activity in the financial sector has also intensified.
Key investment targets include:
Consumer finance companies
Fintech companies
Corporate financial support services
Foreign investors are aiming to secure an early position in anticipation of further progress in the legal and regulatory framework.
(4) Technology and Retail
Driven by digitalization
M&A in the technology and retail sectors is centered around themes such as:
Digital transformation (DX) infrastructure
AI applications in healthcare, commerce, and services
Logistics and supply chain optimization solutions
The goal is to maximize operational efficiency and build integrated service ecosystems.
(5) Consumer Goods
Capturing domestic demand growth
Vietnam's rapidly expanding consumer market is attracting strong interest from:
Japanese companies
Major FMCG (fast-moving consumer goods) companies
Many investors are adopting a strategy of acquiring companies with existing distribution networks and then rolling out their own branded products through them, significantly shortening the time to market entry.
02 - Legal and Regulatory Factors Driving M&A
In looking at the 2025 recovery and the further growth expected in 2026, at least five legal, regulatory, and policy factors can be identified as playing a decisive role in Vietnam's M&A market.
2.1. Toward a More Transparent and Predictable Legal System
Vietnam is now entering a stage in which M&A-related regulations are becoming clearer. Standardization of provisions, improved operational guidance, and greater transparency are producing effects such as:
Domestic and foreign investors gaining access to the same set of rules
A narrowing of divergent interpretations
Reduced risk of deadlock during negotiation and deal execution
While the legal framework is not yet fully mature, the new policies introduced in 2025 have significantly reduced:
Compliance costs
Legal risk management costs
making M&A more attractive as a result.
2.2. Accelerating Capital Market and IPO Reform
Reforms relating to IPOs and the capital markets are also progressing. Key initiatives include:
Simplification of IPO procedures
Greater transparency regarding foreign ownership limits
Operational alignment with international rating agency standards
As a result, Vietnam's regulatory framework is moving closer to international practice, making the market easier for foreign investors to understand and assess from a risk perspective. This provides an important foundation for an increase in large-scale M&A transactions.
2.3. Support for the Restructuring of the Private Economy
Resolution No. 68 of the Party Central Committee has positioned the private economy as the core driver of economic growth.
Under this policy direction, the government is promoting measures such as:
Building a stable business environment
Promoting corporate restructuring
Utilizing M&A as a tool for improving management efficiency
As a result, a clearer process of "natural selection" is taking place, in which:
Companies with strong fundamentals continue to grow
Weaker companies exit the market
while a healthy supply of sound M&A opportunities is being formed.
The perception of M&A is also shifting — from a transaction associated with "losing control" to a strategic tool for revitalizing and expanding a business model.
2.4. Advancing Corporate Governance
Having weathered periods of severe market volatility (particularly in the post-COVID period), many business leaders have faced the following challenges:
Standardizing legal processes
Strengthening risk management structures
Enhancing pre- and post-M&A preparation and management
These efforts are making it easier for companies to engage with international investors and are enabling smoother, more efficient operations during post-M&A integration.
2.5. Rising Compliance Awareness
A notable change is the clear rise in awareness of legal compliance and transparency among companies. M&A is increasingly understood not merely as a financial transaction, but as a process of:
Organizational structuring
Governance strengthening
Building a foundation for long-term growth
This shift in mindset is itself becoming a key factor in making Vietnam a more attractive M&A market.
03 - Vietnam's M&A Market in 2026
【Major Opportunities, and Challenges That Cannot Be Avoided】
Heading into 2026, Vietnam's M&A market is expected to maintain the recovery momentum built in 2025 and to continue growing further.
In terms of transaction volume, deal size, and quality, 2025 can be described as a year that laid a solid foundation for market expansion.
【Legal and Policy Tailwinds Continue】
The legal reforms, policy adjustments, and market shifts seen in 2025 will continue to create new investment opportunities for companies.
The following are all expected to intensify further in 2026:
The need for collaboration with foreign investors
The need for corporate restructuring
The use of M&A to scale up business operations
At the same time, amid continued global economic uncertainty, Vietnam continues to attract strong attention from many international companies, including Japanese companies, as a relatively stable investment destination with prospects for long-term growth.
【Challenge: Post-M&A "Results" Will Come Under Scrutiny】
However, 2026 will not be a year of opportunity alone. As the number of transactions increases, the market will increasingly begin to ask whether past M&A deals have actually succeeded.
While some deals will succeed, others will inevitably involve:
Results falling short of expectations
Withdrawal during the integration process
Conflicts of interest surfacing after the acquisition
Such experiences will have a significant impact on investor sentiment and future investment decisions.
What Is Now Required Is a "Strategic Advisor"
In this environment, companies investing in Vietnam need a partner with substantial practical experience who can serve not merely as a guide, but as a:
Strategic advisor
Legal advisor
Market advisor
A trustworthy partner must be able not only to explain trends, but also to draw lessons from past successes and failures, and to propose the optimal timing, deal structure, and risk management approach.
The Risk of a Growing Number of "Self-Proclaimed Experts"
As the M&A market becomes more active, the number of advisors who call themselves "experts" is also increasing.
However, some of them:
Emphasize only short-term gains,
Lack a solid understanding of legal and commercial fundamentals, and
Raise investors' expectations to an unreasonable degree.
A poor choice of advisor can lead to outcomes such as:
Lost opportunities
Unnecessary costs
Legal risks that surface only after the acquisition
"Choosing the Right Partner" Will Matter More in 2026
Accordingly, in shaping an M&A strategy for 2026, it will become increasingly important to select an advisor who has a deep understanding of Vietnamese law and a proven track record of accompanying clients through actual investment transactions.
This is the key to achieving:
Sound decision-making
Sustainable growth
Minimized risk
even in a highly uncertain environment.