What are your thoughts on foreign investor appetite for Vietnam’s renewable energy sector at this time?
Foreign investors continue to show a strong appetite for Vietnam’s renewable energy sector, particularly in wind and solar, supported by expectations of improving policy clarity and sustained long-term demand growth. Recent policy developments, especially special mechanisms such as National Assembly Resolutions No. 253 and 254, have been welcomed by the market and contribute to greater confidence around the future pipeline of new projects, particularly as investor selection processes start to gather pace around the country.
From a merger and acquisition (M&A) perspective, investors are increasingly focused on operational assets, including projects previously affected by regulatory issues that are now closer to resolution. For international players considering acquiring renewable energy assets, careful assessment of permitting status, planning alignment, grid connection risk, and the treatment of legacy regulatory issues remains critical.
How are reforms such as Decree No. 57/2025 on Direct Power Purchase Agreements (DPPAs) and Decree No. 58/2025 on rooftop solar beginning to impact renewable energy M&A deal pipelines or structures for renewable projects in Vietnam?
Investors are increasingly encouraged by Decrees No. 57 and 58, which introduce market-based mechanisms that are well established in developed power markets but still new in Vietnam. These frameworks improve project bankability by allowing generators to better manage electricity price risk, secure long-term offtake, and diversify revenue streams beyond the traditional Vietnam Electricity (EVN)-backed model. On the demand side, large power consumers – particularly manufacturers – are gaining greater flexibility in how they structure electricity procurement, manage power costs, and meet environmental, social, and governance (ESG) and green export requirements for markets such as Europe and the UK.
In the M&A context, this is beginning to unlock new deal opportunities and structures, including portfolio transactions for rooftop solar, offtake-backed valuations, and earlier-stage investments tied to corporate Power Purchase Agreements (PPAs). Both regulations are undergoing further tweaks, which we expect will make them increasingly functional. While slow to get moving, we expect to see significant and rapid growth in the near future.
What has stood out for you from your broader work handling many renewable energy M&A transactions in Vietnam over recent years?
Onshore wind projects have come back in focus over the past year, driven by both brownfield M&A activity and renewed greenfield investment. The revised National Power Development Program VIII (PDP8), adopted under Prime Ministerial Decision No. 768 in April 2025, significantly increased onshore and nearshore wind targets, to 26-38 GW by 2030, up from 21 GW in the original PDP8. This signals continued policy support for wind power, though future development is expected to rely on auction-based tariffs rather than fixed feed-in-tariffs, as previously.
For operational wind asset deals, the key regulatory challenge is not any single legal issue but identifying and prioritizing the risks that truly matter. There is no perfect asset, so it’s essential to assess the exact status of each project through due diligence to identity risks and then allocate and/or mitigate them by way of agreement in the relevant transaction documents. We see legacy issues can arise across issues like capital contribution, land rights, permitting, and project contracts. Successful transactions depend on focusing efforts on material issues, assessing risk in line with market practice, and proposing practical solutions that allow the deal to proceed.
While there is no statutory foreign ownership cap for onshore wind projects, M&A transactions remain subject to close regulatory scrutiny, including M&A approvals and merger control clearance. As a result, careful structuring, thorough preparation, and realistic timelines are essential.
What are the key lessons from advising on renewable energy M&As in Vietnam recently?
One consistent lesson is the critical importance of due diligence on land, regulatory approvals, and PPAs, among other aspects. These areas often carry complicated and longstanding issues.
Furthermore, the risk profile of issues can develop over time as well as wider policy, political, and enforcement environments evolve. So just because one type of risk was addressed one way in a prior transaction doesn’t necessarily mean it is appropriate or possible to address it in the same way in a subsequent transaction. We work with our clients to focus efforts on identifying and assessing key risks early and efficiently. Once risks are properly understood and assessed as manageable, successful outcomes depend on creative structuring and a high level of trust between the parties to bridge issues and close the transaction.
Looking at 2026 and beyond, how do you anticipate legal and regulatory developments will shape M&A activity in Vietnam’s renewable energy market?
2025 was a landmark year for Vietnam’s legal framework, with 86 laws enacted and 374 decrees issued, including amendments or replacements of core statutes such as the Law on Investment, the Law on Enterprises, and the Law on Construction. These reforms have materially reshaped the regulatory landscape for developing new renewable projects, something that could cause a drag on the pace of greenfield investment activity in the first half of 2026 as the market adapts to the new rules.
That said, we have observed clear evidence of more greenfield activity already this year, which is pleasing after a number of years of very slow progress. We may see this gather even more pace if global events threaten the viability of planned new large-scale LNG projects. Meanwhile, we expect M&A – especially involving operational projects – to continue to attract strong investor interest.
(VnEconomy)
