Sabaidee Pi Mai or Song Kran (if you're in Thailand).
This week marks the new year in the Buddhist calendar and although Vietnam doesn't officially celebrate the date, there are still plenty of Buddhists in the country that will participate in their own special festivities.
In Laos, where I currently live, the festivities are on the cusp of beginning. It's a week of wet, wild fun. Everyone drinks beer and offers it to passerby on the street. Of course, in return you get soaked, but that's part of the enjoyment of the holiday. While the water is historically part of a blessing offered for the new year, the custom has devolved into an all out water fight.
Being the third new year I celebrate, I wanted to take a moment to reflect on some issues that come to mind in contemplating legal work throughout Indochina (some of which may have already shown up in this alert over the last couple of years—for which I apologize if I seem redundant).
- Due Diligence
Due diligence is often thought of as a review of corporate documents and financials of a target company to ensure that that company is in compliance with the law. This process usually comes before a company purchases an ownership interest in that target company. Though this is true, in Indochina a proper due diligence should take in some extra work on the part of the buyer. First, there should be time allocated to get to know the people behind the target company, the CEO, shareholders, and managing director. Personal contact is the best way to develop the relationship that will be so vital to a successful M&A. Second, reputational research is key. This is soft knowledge and it is the stuff of enduring deals. Ask your lawyer if they have the connections to research the history of the target company, their dealings and their reputation in the business community. It may save you a great deal of money to know that someone is dishonest, or is only interested in the quick buck.
- Business Culture
Vietnam is not the West. A simple fact that many people often forget. Vietnam is its own country with a unique and vibrant culture, and while it may have been heavily influenced by its northern neighbor, it remains a distinct and different place. When doing business there it is important to remember that what works in America, or France or Australia just might not work in Vietnam. From the proper etiquette for handling business cards (accept the card and spend a moment perusing it, using both hands, and learn everything you can about the card before filing it away in your pocket or card holder) to proper greetings (while Vietnam has adopted the handshake almost universally, other countries in Indochina have different styles of saying hello) to the importance of stamps and proper signatures (Vietnam is one of the last countries on earth to require a company seal on corporate documents) Indochina can be full of little unexploded ordinance waiting to go off if you don't follow the rules. That said, an open heart, an easy smile and an honest effort will usually take you through most of the land mines.
- Anticipating Disputes
The above bits of advice will help ameliorate the risks of a dispute arising between parties, it is always important to anticipate that no matter how many smiles and handshakes you share before signing the contract, there is a chance that things will break bad. That means—and I've harked on this any number of times—it is vital to fill out your contract with properly thought through dispute resolution clauses. Don't just let your lawyer pick something. Actively discuss with your lawyer what options there are and which one will be the best for your situation. By doing that, you may save yourself a headache in the future and possibly a good deal of money.│