The recently announced Marico – Skinetiq transaction has drawn attention not only for its roughly VND 750 billion value, but also for the legal questions it raises in Vietnam’s evolving M&A landscape.

In this article, Vilasia’s Ngu Truong and Nam Trinh discusses key issues highlighted by the deal, including competition law notification thresholds, the implications of a Vietnamese company becoming foreign-invested after the transaction, and the use of multi-stage payment structures to allocate post-closing risk.

The article also explores a distinctive feature of modern D2C transactions: when enterprise value is closely tied to a founder’s personal brand, acquiring shares may not necessarily mean acquiring the business’s most valuable asset.

The article was originally published in Vietnamese in The Saigon Times on March 5, 2026. The digital version is available here.

The Marico–Skinetiq Transaction: When M&A Must Also “Acquire” Personal Branding

On 9 February 2026, Marico Limited, an Indian fast-moving consumer goods conglomerate, announced that, through its Vietnamese subsidiary, Marico South-East Asia Corporation, it had acquired a 75% equity interest in Skinetiq Joint Stock Company for approximately VND 750 billion, thereby implying an equity valuation of approximately VND 1,000 billion.

The transaction has been widely reported in both domestic and international media as a further step in Marico’s strategy to expand its presence in Vietnam’s beauty sector.

At first glance, this appears to be a conventional share acquisition. However, when considered within the context of the direct-to-consumer (D2C) cosmetics industry—where brands are developed on digital platforms and are closely associated with their founders—the transaction raises a set of structurally important legal issues.

75% – Near-Absolute Control

In a joint stock company, ownership of 75% of the charter capital typically enables the shareholder to pass most key resolutions of the General Meeting of Shareholders, including amendments to the company charter, corporate restructuring, and material transactions, subject to quorum requirements and any enhanced approval thresholds under the charter or shareholders’ agreements.

However, the remaining 25% should not be viewed merely as a residual interest retained by the founders. Rather, it functions as a mechanism to preserve operational incentives in the post-acquisition phase. In high-growth enterprises built on personal branding, founders serve not only as shareholders but also as the public face of the brand and a primary distribution channel. Their continued equity participation helps align interests and mitigate the risk of operational disruption during the transition.

Importantly, while the law secures ownership control, it does not automatically ensure the continuity of the personal brand associated with the business. Accordingly, the most critical elements of such transactions often lie in the contractual arrangements surrounding the transaction, rather than in the share transfer agreement itself.

Staggered Payments as a Risk Allocation Mechanism

According to publicly available information, the transaction is structured as a cash consideration payable in multiple tranches. This structure is common in M&A transactions in Vietnam. Typically, a portion of the purchase price is deferred and made conditional upon the satisfaction of specified criteria, such as the absence of undisclosed tax liabilities, the absence of material disputes, or the achievement of agreed post-closing performance targets.

This mechanism enables the acquirer to mitigate risks arising from information asymmetry. However, in the absence of clear contractual provisions governing performance metrics, timing of recognition, and calculation methodologies, contingent payments may become a primary source of post-closing disputes.

Given that Vietnamese law does not provide specific guidance on earn-out arrangements, enforceability depends almost entirely on the quality of contractual drafting and the parties’ evidentiary position in the event of a dispute.

Conversion into a Foreign-Invested Enterprise

The transfer of a 75% equity interest to a foreign investor results in Skinetiq becoming a foreign-invested enterprise. This change is substantive rather than merely formal.

From a regulatory perspective, the transaction must comply with share acquisition registration requirements under the Law on Investment. Subsequently, the company must review its compliance with all applicable business conditions relating to cosmetics distribution and retail activities. Under Decree 09/2018/ND-CP, foreign-invested enterprises engaging in distribution and retail may be required to obtain a business license and satisfy additional conditions, particularly in relation to the establishment of retail outlets.

Where Skinetiq’s operations are primarily conducted through e-commerce and social media platforms, the immediate regulatory impact may be limited. However, if the post-acquisition strategy involves expansion into physical retail networks, these regulatory requirements will need to be addressed proactively.

Notification Thresholds: Beyond the Headline Transaction Value

The disclosed transaction value of approximately VND 750 billion falls below the commonly referenced threshold of VND 1,000 billion for economic concentration notification. However, notification obligations are not determined solely by reference to the headline purchase price.

Under applicable regulations, notification may be triggered if certain thresholds relating to total assets or total revenue in Vietnam of any party to the transaction are met. Accordingly, in transactions involving a domestic target and a multinational acquirer, the relevant analysis must consider not only the size of the target but also the existing scale of the acquirer’s operations in Vietnam.

Furthermore, in transactions structured with multiple tranches or contingent consideration, a practical issue arises as to whether the “transaction value” should be assessed based on the initial payment or the maximum potential consideration. This determination may have a direct impact on notification requirements.

In practice, for transactions approaching regulatory thresholds, the appropriate approach is not to structure or interpret the transaction artificially to avoid thresholds, but to conduct a comprehensive assessment of the parties’ market presence and anticipate potential filing obligations. The principal risk lies not in making a notification, but in completing the transaction and subsequently identifying a failure to notify.

Tax Implications of the Joint Stock Company Structure

An often-overlooked yet significant aspect of the transaction is the legal form of the target company. In the case of joint stock companies, transfers of shares by resident individuals are generally subject to a fixed tax calculated on the transfer value, irrespective of actual gains, rather than on capital gains as is the case for other corporate forms.

This distinction may result in substantial differences in tax liability in high-value transactions. It illustrates that the choice of corporate form at the time of incorporation may have significant implications for exit costs in the future.

The Most Challenging Asset to “Transfer”: Image Rights

The most distinctive feature of this transaction lies in its reliance on the founder’s image rights and reputation. While trademarks may be registered and transferred in accordance with intellectual property law, image rights are intrinsically linked to personal rights and cannot be fully transferred in the same manner as tangible assets.

Accordingly, the acquirer must establish a comprehensive contractual framework governing the use of image rights, promotional obligations, non-compete undertakings, and mechanisms for addressing reputational risks. This is not solely a legal issue, but also one of brand governance and media risk management.

Absent robust contractual arrangements securing rights to the founder’s image and digital distribution channels, ownership of 75% of the equity may not translate into effective control over the business’s core revenue-generating assets.

An Evolving M&A Landscape in Vietnam

Compared with traditional brand acquisitions more than a decade ago, contemporary transaction structures have become significantly more sophisticated. Rather than full upfront acquisitions, acquirers increasingly adopt phased consideration structures, linking deferred payments to business performance and founder retention.

The Marico–Skinetiq transaction therefore reflects not only a strategic expansion, but also the broader evolution of M&A practice in Vietnam. In the digital economy, enterprise value is increasingly derived not from physical assets or inventory but from customer data, distribution capabilities, and personal influence.

In such models, the principal challenge lies not in the transfer of shares, but in ensuring the continuity of value following a change in ownership. Current legal frameworks address this only partially; the remainder depends on the effectiveness of contractual structuring and risk management from the outset.