Proposed Amendments to the Economic Concentration Regime
Introduction
Vietnam’s Competition Law 2018 introduced an effects-based merger control regime, requiring economic concentrations to be notified to the Vietnam Competition Commission (VCC) before implementation if prescribed financial or market share thresholds are met. Based on policy documents presented at the MOIT seminar on March 6, 2026, on proposed amendments to the Competition Law 2018, this briefing examines six key reform themes affecting the economic concentration regime.
1. Flexible Notification Thresholds
Current thresholds – VND 3,000 billion in assets/revenue, VND 1,000 billion in transaction value – have been criticised as too low, capturing numerous transactions posing no competitive risk.
Rather than fixing new figures in the law itself, the MOIT proposes adding Article 29(6) to delegate threshold-setting authority to the Government.[1] Decree 35 would then be revised to adjust thresholds in light of enforcement experience and international benchmarks – enabling periodic recalibration without legislative amendment.
2. Internal and Intra-Group Restructuring Exemption
Under the current regime, intra-group restructurings – such as subsidiary reorganisations or asset transfers between commonly owned entities – require full notification even when they do not alter market structure. The MOIT acknowledges this as an unnecessary burden and proposes empowering the Government, through Decree 35’s revision, to exempt or simplify notification requirements for such transactions.
This would align Vietnam with international practice. Most mature regimes – including the EU, the US, and several ASEAN jurisdictions – exempt purely internal reorganisations from merger notification obligations.
3. Simplifying the Notification Process
The amendments would delegate dossier specifications to the Government, allowing the notification requirements to be updated more nimbly in line with the Government’s administrative reform program.[2]
Separately, a revision would reform the consultation process during VCC appraisals. Consulted parties – including sector regulators and other stakeholders – would face a 15-day statutory response deadline, with submissions permitted via post, online channels, or the national intergovernmental document exchange platform. This addresses recurring delays caused by the current absence of any response timeline.
4. Addressing Killer Acquisitions in the Digital Sector
The Government Submission explicitly identifies “killer acquisitions” in the digital sector as a regulatory gap – transactions with small financial values but significant potential to eliminate future competition that slip through existing thresholds. Globally, the EU’s DMA and Germany’s transaction-value thresholds represent leading responses to this challenge.[3]
Vietnam’s proposed approach operates on two fronts: flexible threshold criteria (potentially including transaction value or user-base metrics) that can capture digital-economy deals; and the Government’s power to define new forms of economic concentration beyond those currently in Article 29. The MOIT has opted for a cautious ex post enforcement model rather than an EU-style gatekeeper regime, recognising that Vietnam’s digital markets and the VCC’s enforcement capacity are still maturing.
5. Timelines for Conditional Concentrations
Article 42 currently defines conditional economic concentrations but sets no deadline for fulfilling the attached conditions. The proposed amendment introduces the requirement that conditions must be met “within a specified period of time,” enhancing legal certainty and giving the VCC a clearer mechanism to monitor compliance.[4]
6. Other Notable Changes
Platform-Specific Rules
A new Article 27(1a) would enumerate platform-specific abuses of dominance: self-preferencing, discriminatory treatment, tying/bundling, blocking substitute services, manipulating ranking algorithms, and data abuse. Amendments to Article 26 would add scale and user-base criteria for assessing digital platforms’ significant market power.[5]
Sanctions and Facilitator Liability
The amendments would harmonise competition case decisions with administrative sanction procedures (new Article 94(1a)), introduce a five-year statute of limitations for serious competition violations, and – significantly – extend liability to facilitators and aiders of anti-competitive conduct.
Outlook
The reforms strike a balance between easing compliance burdens (higher thresholds, intra-group exemptions, streamlined dossiers) and strengthening enforcement capacity in the digital economy (killer acquisition controls, platform abuse rules, facilitator liability). The delegation strategy – shifting detailed requirements to the decree level – prioritises adaptability, but means the practical impact will depend heavily on how the Government exercises its expanded rulemaking powers. Stakeholders should monitor both the legislative process and the forthcoming revisions to Decree 35 closely.
[1]Policy Explanation Report (Feb. 2026), proposed Art. 29(6) and amendments to Art. 34(1).[2]Policy Explanation Report (Feb. 2026), proposed amendments to Art. 34(1) and Art. 39 of the Competition Law.[3]See EU Digital Markets Act (Reg. 2022/1925); Germany’s GWB Amendment 2017 (transaction-value thresholds).[4]Policy Explanation Report, proposed amendments to Art. 42 of the Competition Law.[5]Policy Explanation Report, proposed Art. 27(1a) on platform-specific abuses; amendments to Art. 26 on significant market power.
