1. Differences in corporate culture and management

• Working culture: Japanese companies often have a very strict management style, valuing process, order, compliance, hierarchy, and high discipline. While in Vietnam, although there is a general Eastern style influence, there is more flexibility, personal relationships, handling real situations, higher customization. When the two sides merge without a clear integration strategy, these differences can easily lead to conflicts, personnel frustration, and errors in coordination.
• Culture of communication and decision making: Japanese people usually have a cyclical way of making decisions, with many steps of evaluation and inspection; Vietnamese people tend to want to respond faster and more flexibly in some market contexts. KhBuyers from Japan expect everything to be according to the "handbook" while local companies are not familiar with it, which will take time and waste resources.
• Corporate governance & family power: In Vietnam, many businesses, especially private businesses, have a centralized management structure, a lot of influence from the founder/business owner, and personal relationships are given priority. Transferring power and making governance transparent after M&A is often a big challenge. 

2. Poor preparation (Due diligence, valuation, information and risk control ability)

• Information lacks transparency: The situation in which Vietnamese enterprises still have two accounting books, or financial reports that do not meet international standards; information related to debt, related parties, contracts, debtsproperties are sometimes unclear. This makes it difficult for Japanese buyers to assess actual risks. 
• High valuation expectations of Vietnamese sellers: Many business owners have very high value expectations, based on market expectations, future benefits or comparisons with other deals, not enough considering post-M&A integration risks. When the deal is completed, the actual benefits are often lower than expected. 
• Hidden costs & legal risks: Legal, tax, local regulations are unclear or change rapidly. When merging, there may be compliance costs, licensing costs, transition costs, and handling of previous responsibilities.

3. Difficulties in human resources, resource retention, logistics management

• Lack of highly skilled human resources, international management: Japan tRequires high standards, professional skills, foreign languages, and international management. Vietnam has young, enthusiastic human resources, but sometimes lacks international experience and specialized skills; Training or hiring the right people takes time. 
• The problem of retaining key employees: During the merger / management culture change, if key employees feel they have lost power, the working environment is changed too suddenly, compensation and benefits are not clear, they may leave. This greatly affects integration efficiency.
• Supply chain & raw materials: Many Japanese companies expect to be able to use domestic suppliers to reduce costs, but in reality, raw material/component suppliers meet quality requirements, making progress.��, costs are still not strong. Therefore, we have to import a lot, with higher costs, affecting the profit plan after M&A. 

4. Legal regulations, administrative & market environment

• Long time to complete procedures: Japan - Vietnam deals often take more time than deals with other countries or domestically because of differences in management methods, procedures have to go through many levels, and transparency is not high.
• Inconsistency in the application of laws and regulations: Local ministries/sectors may understand the law differently and apply it differently; Licensing and paperwork processes may be delayed due to lack of clear instructions and administrative errors.
• Policy changes, political and economic risks: Exchange rate fluctuations, inflation, logistics costss, labor costs... Unexpected changes can reduce profit forecasts and increase risks after a merger.

5. Lack of clarity in post-merger strategy

• Many parties lack a clear plan for the post-M&A period: what to do in the next 3‑5 years, who is in charge, what is the new management system, how to measure results...
• Lack of flexibility to adjust strategy after seeing the reality on the ground: Market, supply and demand, actual costs can be very different from initial predictions. If the investor (Japan) is too rigid in following the original plan and does not adapt, there will be big consequences.
• Lack of investment in cultural integration, governance, technology, operating procedures, middle-management system. If only buyReturning and leaving local businesses to operate as before without instructions, training or transfer, synergies (resonance effects) will be very difficult to promote.

6. How does the current Vietnamese market situation impact

• The Vietnamese market is becoming more competitive with economies in Southeast Asia in attracting FDI, such as Thailand and Indonesia. Japanese investors will compare options in terms of costs, infrastructure, and human resources. If M&A in Vietnam takes a lot of time and effort after the merger but has low efficiency, the possibility of choosing another country is higher.
• Operating costs (labor, logistics, raw materials, increased costs due to inflation or devaluation) are increasing, reducing the expected profit margin after the merger.
• ESG pressure, minTransparency, better corporate governance, and compliance with international regulations are on the rise. Japanese businesses in particular often set high standards; If the Vietnamese side does not respond quickly, there will be large adjustment costs.
• The global economy has many fluctuations (supply chains, logistics disruptions after the pandemic, currency fluctuations...) making the implementation of an integrated strategy (eg importing raw materials, standardizing production processes) more difficult than initially predicted.

7. Strategies for Japanese & Vietnamese businesses to overcome post-merger difficulties

*Perform due diligence more thoroughly and realistically

• Check finances, legal, taxes, debt, related parties, existing contracts, and especially hidden costs after the merger.
• Valuation analysis with t-scenarioBoth optimal and bad scenarios, considering post-merger risks.

*Determine a clear post-merger strategy from the beginning

• Develop a 3‑5-year plan for integration: culture, human resources, administration, process, technology, management focal points.
• Determine KPIs to measure the effectiveness of integration: finance, human resources, customers, costs, productivity, product/service quality.

*Strengthen cultural integration and management

• Have training, mentoring, and exchange programs between management-level employees of both sides.
• Know how to listen to local culture, do not impose entire methods from the buyer.
• Set up integrated groups (integration team) has representatives from both sides to resolve cultural conflicts, coordinating continuously.

*Develop domestic supply chains and standardize

• Invest in improving the quality of domestic suppliers to meet Japanese import/production standards.
• Control product quality, progress, and logistics to meet the requirements of foreign investors.

*Transparency in administration, information & law enforcement

• Clarify financial statements, transparent debts, assets, contracts.
• Use international standards (eg IFRS) if possible, or at least improve the level of reporting, convert to bilingual, or have independent audits.
• Closely monitor state regulations, investment laws, corporate laws and changes, regularly update

*Flexibly adjust strategy when implemented�� different from expectations

• When performing post-M&A steps, observe market reality, evaluate real costs, feedback from personnel, customers, suppliers, and be ready to adjust the plan if necessary.
• Split the integration process if necessary, carry out small-scale testing before expanding.
• Changes in the Vietnamese legal framework are especially related to investment Investment, land, and real estate are opening up great opportunities for M&A deals, including with Japanese partners. But this opportunity does not come by itself to succeed post-merger, Japanese and Vietnamese businesses need to have better preparation in terms of legal, human resources, culture, management strategy and flexibly adapt to reality.