The recently announced BJC – MM Mega Market Vietnam transaction has drawn significant attention – not only for its scale, but also for the tax questions it raises under Vietnam’s new capital gain tax regime.
In this article, Vilasia’s Nam Trinh examines the transaction as a potential stress test for the application of Decree 320, particularly in the context of indirect transfers, the determination of Vietnam-sourced taxable revenue, and the availability of tax exemptions for internal group restructurings.
Through a close reading of the transaction structure and the new regulatory framework, the article highlights unresolved issues that are likely to shape tax risk allocation, transaction design, and dispute exposure in future cross-border M&A deals involving Vietnam.
The article was originally published in Vietnamese in The Saigon Times on January 29, 2026. The digital version is available here.
