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The Evolving Landscape of Real Estate Law: M&A Project Approvals Gain Momentum

4 August, 2025

Capital Inflow Expectations

The 18.5% growth in real estate credit in the first half of the year had a significant impact on M&A deals in the market, as capital flowed mainly to the investor group.

David Jackson, CEO of Avison Young Vietnam, pointed to data showing that the two-year growth in outstanding loans has focused on lending to project development enterprises, signaling potential new supply in the future. This is an important channel for capital, helping enterprises to buy back unfinished projects, restructure portfolios, or implement projects after M&A.

For buyers, good access to capital allows them to proactively seek land with complete legal status but lack of capital for development, or to acquire shares to own the project. In contrast, many investors who are not eligible for loans, often due to legal entanglements, have to turn to M&A as an indirect capital mobilization solution.

Strong credit growth is seen as a factor supporting market restructuring, as enterprises with financial potential and project implementation capacity will have the advantage, thereby promoting consolidation and screening in the real estate market.

In the long run, investors expect advantages such as urban expansion, streamlined apparatus, shortened procedures, and promoted inter-regional infrastructure, which are favorable for M&A deals. However, they remain cautious in monitoring changes related to planning, construction permits, and land valuation during the transition period, he emphasized.

Infrastructure that promotes inter-regional connectivity will boost M&A in real estate. Photo: Le Vu

According to Lawrence Lennon, Head of Capital Markets, CBRE Vietnam, large capital inflows into the real estate sector have led to increased M&A activity, especially in the industrial and logistics, residential, and commercial segments in the first half of 2025. The market has witnessed a number of large deals formed by both domestic and international investors.

However, external factors such as tariffs and global instability have somewhat dampened investor sentiment, leading to the postponement of some transactions that were expected to be completed in the first half of 2025. Overall, the credit inflow into the market has created significant momentum, but stakeholders remain cautious when facing these challenges.

Bach Ta, Head of Capital Markets at JLL Vietnam, pointed to some recent transactions such as Bitexco transferring The Spirit of Saigon project, Keppel divesting from Nam Rach Chiec, while Phat Dat partnered to transfer 80% of Thuan An 1 project and continued to develop Thuan An 2. These moves indicate that M&A is becoming a solution for restructuring and unblocking capital effectively.

However, not all deals are good, even when the seller is in difficulty. Most investors only transfer projects when they are no longer able to borrow, while the assets are usually mortgaged at the bank. The handling of secured assets in Vietnam is still legally entangled and time-consuming, making the M&A process challenging.

Legal Relaxation, Unblocking the Market

The current context is considered favorable for enterprises with financial potential to seek M&A opportunities, after a period when many Vietnamese enterprises faced difficulties due to the pandemic, global instability, and weak purchasing power.

Projects with completed planning and full legal approvals are being valued higher in M&A deals, as investors increasingly prioritize transparency to minimize risks. However, there are still concerns related to land use costs, especially how to determine the fees and their impact on the total project development cost, said Lawrence Lennon from CBRE Vietnam.

Avison Young Vietnam representative said that this could be considered a natural market purification phase when large enterprises with strong financial foundations and project development capacity are accelerating market share.

Looking at the statistics of recent M&A deals, it can be seen that both domestic and foreign “big guys” are actively expanding their land funds. However, decision-making is always accompanied by a thorough study of the project’s feasibility, from actual demand, potential price increases to absorption capacity. Currently, the market share is gradually concentrating in the group of large enterprises, which opens up opportunities for the revival of stalled projects, thereby avoiding land resource waste.

“What needs to be monitored next is how the buyer will develop these land funds after the deal is completed? Are the products meeting market demands? Is the liquidity good enough to ensure the investment capital turnover? These are the factors that determine the real efficiency after M&A,” emphasized David Jackson.

It is known that in the North, Anpha Hanoi spent about VND 2,402 billion to buy 23.06% of the shares in the Cat Ba Amatina project (170 hectares, Hai Phong) from Vinaconex Tourism and Service Investment and Development Joint Stock Company. Sun Group acquired the entire Constrexim Complex project (2.5 hectares, Cau Giay, Hanoi) from CTX Holdings and renamed it “Sun Feliza Suites”. Meanwhile, CapitaLand Development bought a part of the Hai Dang subdivision at Ocean Park 3 (25 hectares, Hung Yen) from Vinhomes. Sunshine Homes also took over the Alluvia City project (55 hectares, Van Giang, Hung Yen) through a share purchase.

Since the three pillar laws, including the Land Law, Housing Law, and Real Estate Business Law, took effect in August last year, the legal environment has improved significantly, contributing to smoother transactions. However, more time is needed to thoroughly resolve the entangled projects.

In this context, projects with complete legal status, 1/500 planning, land use fee payment, site clearance, and construction permits are rare and likened to “sifting gold from sand”. High demand and limited supply have caused the value of this type of asset to soar.

In 2025, the great imbalance between supply and demand, especially in the middle and lower segments, will continue to push real estate prices in the central areas of Ho Chi Minh City and Hanoi to increase. Photo: TL

From an appraisal perspective, projects with clear legal status often have high asking prices, and many investors choose not to sell but to value them for loans. In fact, legal value is increasingly playing a key role in establishing value and deciding M&A in the real estate market.

Nguyen Le Dung, Head of Investment Consulting Services, Savills Hanoi, forecasts that M&A real estate activities will continue to grow until the end of 2025, thanks to a series of favorable factors such as legal reform, proactive economic diplomacy strategy, and capital flow seeking sustainable value.

Notably, more and more investment funds are making ESG criteria and long-term efficiency a prerequisite, promoting transactions in areas such as green projects, industrial parks, and housing for experts. Forms of cooperation in development, phase-by-phase or partial transfers are expected to continue to be popular to increase flexibility and optimize capital.

In addition, the merger of administrative units at the provincial level is expected to open up new development space, attracting investment capital, including M&A activities. Areas located at the old administrative boundaries, with strategic positions and infrastructure under completion such as An Duong, Thuy Nguyen (Hai Phong), Chi Linh, Kinh Mon (Hai Duong) are attracting market attention.

Similarly, the outskirts of Hanoi and Ho Chi Minh City also recorded increased demand for surveys, transfers, and investment cooperation. The trend of urban expansion and inter-regional transportation improvement is considered an important driver for M&A in the next phase.

Hoang An