
Minh Hai Nguyen
Chief Executive Officer - An Nam Retail Group
Justeps helped us close our retail chain M&A transaction in record time with an exceptionally secure deal structure.
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Related Services
Execution Process
Service Packages
Deliverables & Scope
Counsel reviews every legal document, contract and internal policy in force to pinpoint the gaps and risks that must be dealt with first.
We build a set of templates that match both the current regulations and how the company actually operates, ready to use immediately.
Counsel files on the company's behalf, provides explanations and tracks progress at the competent authority through to the outcome.
The complete result file is handed over with operating guidance for the responsible team, so the company can sustain it once the engagement ends.
Key Challenges
Identify risks in governance, legal, tax, human resources, and operations at an early stage so businesses can proactively prevent them and establish appropriate control mechanisms.
A company may be established without clearly defining the roles of the owner, Members’ Council or Board of Directors, legal representative, and executive management team, resulting in overlapping authority and management difficulties from the early stages of operation.
Charter capital, contribution schedules, contributed assets, and ownership ratios, if designed without proper consideration, may affect legal liability, operational capacity, and future plans for admitting new investors.
Founders often focus only on dividing capital ownership without adequately considering voting rights, decision-making authority, veto rights, and mechanisms for resolving disagreements when conflicts arise.
Businesses may not clearly determine whether they should establish a limited liability company, a joint stock company, or a structure involving multiple legal entities, which can later create difficulties in fundraising, ownership transfer, delegation of authority, or business expansion.
What Justeps Delivers
Justeps reviews the transaction structure from corporate, investment, contractual, tax, and business licensing perspectives to ensure that the proposed model is legally compliant and practically implementable after establishment.
Justeps designs the principles for allocating revenue, profits, costs, control rights, responsibilities, and economic interests among the parties within the transaction structure.
Justeps determines whether the enterprise will operate as a direct seller, distributor, broker, agent, or intermediary, while also clarifying the payment mechanism and cash flow among the relevant parties.
Justeps advises on structuring the contribution or transfer of capital, assets, brands, technology, or property rights into the newly established enterprise through capital contribution, transfer, leasing, licensing, or other appropriate arrangements.
Justeps identifies the participating parties and clarifies the roles of the newly established enterprise, founders, investors, partners, and customers within the overall transaction structure.