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Corporate Restructuring in Vietnam: Strategic Considerations

  • Mar 10, 2025
  • Compliance Insights

From mergers and divestitures to stakeholder management and business continuity, businesses can deploy a range of strategies to restructure operations. In this article, we explore the critical considerations for successful company restructuring in Vietnam, focusing on market entry and exit strategies, risk mitigation, business continuity, and key lessons from successful case studies.

Corporate restructuring strategies for market entry and exit

Leveraging restructuring for market entry

Entering the Vietnamese market offers substantial opportunities, especially within sectors such as manufacturing, electronics, technology, and logistics. Nonetheless, entering this market can also introduce significant challenges, including the navigation of local regulations, comprehension of market demand, and the establishment of an effective supply chain. By implementing a restructuring process, companies can formulate strategic entry models that assist in addressing these complexities.

Strategic partnerships

One of the most effective restructuring strategies for market entry is forming strategic partnerships with local firms. Such partnerships can take the form of joint ventures, mergers, or even contractual partnerships. These alliances help businesses gain access to local knowledge, customers, and resources while reducing the initial cost of market entry.

In Vietnam, forming a joint venture with a local company offers numerous advantages, including better access to local markets, reduced regulatory hurdles, and shared resources. For example, a joint venture can give international firms access to existing production facilities, labor, and distribution channels. This also enables businesses to benefit from local networks and government connections, which are invaluable in a market where relationships are often key to success.

Mergers and acquisitions

Mergers and acquisitions (M&A) represent another powerful market entry tool. Acquiring an existing company in Vietnam allows international businesses to bypass some of the challenges of starting from scratch, such as establishing brand recognition, securing local permits, and recruiting skilled labor. In particular, foreign investors targeting Vietnam’s dynamic manufacturing and service sectors often turn to M&A to tap into established operations and quickly scale up their presence.

For example, the acquisition of a local logistics company can offer an immediate footprint in Vietnam’s supply chain infrastructure, which can be vital for businesses that depend on efficient distribution networks. Restructuring in this manner allows companies to focus on scaling operations, as opposed to dealing with the complexities of a full-fledged market entry.

Divestitures as a strategy for exit

When exiting the Vietnamese market, restructuring through divestitures can help businesses minimize losses and ensure smooth transitions. Divesting underperforming or non-core business units can be a strategic decision, especially in a market with fluctuating economic conditions or shifting regulatory environments.

In the context of Vietnam, divestitures can involve selling local operations to domestic or foreign buyers, which may be easier than winding down operations entirely. This enables businesses to retain value while allowing others to capitalize on the established assets, workforce, and brand. A well-executed divestiture plan should involve a detailed financial analysis, valuation of assets, and a search for potential buyers who can continue to operate in the local market.

Risk mitigation and business continuity

Restructuring presents inherent risks, particularly when it involves international operations in a dynamic environment like Vietnam. To manage these risks effectively and ensure business continuity during restructuring, companies must implement comprehensive strategies for risk assessment, stakeholder management, and contingency planning.

Risk sssessment tools

Understanding and assessing risk is crucial to the restructuring process. Companies should leverage risk assessment tools such as SWOT analysis (Strengths, Weaknesses, Opportunities, Threats), PEST analysis (Political, Economic, Social, Technological), and scenario planning. These tools help identify internal vulnerabilities as well as external risks such as regulatory changes, economic fluctuations, and shifts in consumer demand.

For businesses restructuring in Vietnam, political risk is particularly important. Although Vietnam offers a stable political environment, sudden changes in trade policies, environmental regulations, or tax codes can disrupt operations. Regular monitoring of regulatory developments and consultation with local legal experts can mitigate these risks.

Stakeholder management

Effective stakeholder management is essential for successful restructuring as it ensures that all key players — including employees, partners, investors, and government bodies — are on board with the company’s strategy.

In Vietnam, managing relationships with government agencies and regulatory bodies is particularly critical. Businesses must comply with laws governing foreign investment, labor practices, and environmental standards. Engaging local legal advisors and public relations experts helps to build a positive relationship with government stakeholders, ensuring smoother transitions during restructuring.

Equally important is the management of internal stakeholders, particularly employees. In restructuring, it is common for companies to downsize, reorganize roles, or shift operational priorities. Proper communication with employees can prevent disruptions and ensure that the workforce remains aligned with new company goals.

Business continuity planning

Ensuring business continuity is one of the most important aspects of restructuring, especially for companies operating in complex international markets like Vietnam. A business continuity plan (BCP) identifies potential disruptions, such as economic instability, supply chain failures, or natural disasters, and outlines actions to mitigate these impacts.

A robust BCP should include emergency communication protocols, alternative suppliers, and disaster recovery strategies. For businesses restructuring in Vietnam, it is crucial to include contingency plans for dealing with potential supply chain interruptions, infrastructure challenges, and compliance issues related to shifting regulations.

Case studies on successful corporate restructuring in Vietnam

Case study 1: Restructuring for market entry — Samsung’s manufacturing expansion

Samsung’s expansion in Vietnam’s electronics manufacturing sector is an excellent example of how strategic restructuring can enable successful market entry. The company restructured its global manufacturing operations to focus on Vietnam as a key production hub. By building strategic partnerships with local suppliers and taking advantage of Vietnam’s favorable investment climate, Samsung established the country’s largest mobile phone manufacturing facilities in the world.

Key takeaways:

  • Strategic partnerships with local suppliers helped Samsung integrate into Vietnam’s supply chain quickly.
  • Government incentives, such as tax breaks and reduced tariffs, supported the restructuring process.
  • The restructuring allowed Samsung to optimize its manufacturing capabilities while leveraging Vietnam’s competitive labor market.

Case study 2: Restructuring for risk mitigation — Masan Group’s divestiture of non-core assets

Vietnam’s Masan Group restructured its operations by divesting non-core assets in sectors such as mining and focusing on its food and beverage businesses. The divestiture allowed Masan to reduce its exposure to volatile commodity markets while strengthening its position in Vietnam’s growing consumer goods sector.

Key takeaways:

  • Risk mitigation through divestiture allowed Masan to exit risky sectors while reinvesting in high-growth areas.
  • Clear communication with stakeholders, including investors and employees, ensured a smooth transition during the restructuring process.
  • A strategic focus on core operations allowed Masan to remain competitive in a rapidly changing market environment.

Case Study 3: Restructuring for exit — HSBC’s sale of its Vietnam business

In 2017, HSBC restructured its operations by selling its stake in Vietnam’s Techcombank as part of a broader exit strategy from non-core markets. This restructuring allowed HSBC to focus on its core banking operations in larger markets while transferring its Vietnam operations to a local partner.

Key takeaways:

  • Divestiture was an effective exit strategy that allowed HSBC to reduce its presence in non-core markets.
  • Local partnerships facilitated a smooth transition for the business, enabling continued operations under new ownership.
  • The sale allowed HSBC to focus on its core markets without disrupting services to Vietnamese customers.

Conclusion

Restructuring is a powerful strategic tool for companies looking to enter or exit Vietnam’s dynamic market. By leveraging strategic partnerships, mergers, and divestitures, businesses can optimize their market presence while mitigating risks. Risk assessment tools, stakeholder management strategies, and business continuity planning are critical components that ensure smooth transitions during restructuring. Case studies from Samsung, Masan Group, and HSBC demonstrate the importance of clear strategic direction and careful planning in the restructuring process. Adopting these strategic considerations for companies seeking success in Vietnam’s competitive business environment will help navigate the complexities of market entry, exit, and ongoing operations.

As Vietnam continues to grow as a leading destination for international investment, companies must be agile and forward-thinking in their approach to restructuring. With the right strategies in place, businesses can achieve long-term success in this vibrant and evolving market.

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