Sources of Law in Vietnam

By |January 21st, 2020|Categories: Legal News|Comments Off on Sources of Law in Vietnam

One of the important things to understand about a country before examining specific legal elements is the sources of law for that country. In the United States, for example, the law arises out of the constitution. In Vietnam, the same is true. The constitution serves as the primary source of law finding its power in the people. Treaty is considered the next source of law with international agreements—which are entered into by the National Assembly—having greater authority than laws. I stress the National Assembly’s role [...]

Vietnam Labor Law Update

By |January 13th, 2020|Categories: Business News, Contract Law, Employment, Legal News|Comments Off on Vietnam Labor Law Update

Highlights of the Labor Code 2019 On 20 November 2019, the National Assembly of Vietnam issued a new Labor Code with the purpose of promoting the Vietnamese labor market and solving essential problems from practical implementation of the Labor Code 2012. It is intended to create a more flexible legal framework on employment and harmonize the legitimate rights and interests of employees and employers under the overall socio-economic development of Vietnam. Below are some highlights of the notable amendments and supplements of the new Labor [...]

Contractually Limiting Liability in Vietnam Law

By |January 6th, 2020|Categories: Contract Law, Dispute Resolution|Comments Off on Contractually Limiting Liability in Vietnam Law

Under Vietnam law, there are three methods for determining compensation. First, the total damage calculation as outlined above. This is the most damaging to the breaching party. Second, limitation by law. Third, agreement by the parties. Total damages for breach of contract include physical damage, spiritual damage, the benefits that would have been enjoyed by the non-breaching party if the contract had not been breached, and the non-redundant costs of putting the non-breaching party in the same position as if the contract had been performed. [...]

Happy New Years (Solar Calendar)

By |December 30th, 2019|Categories: Indochine Counsel News|Comments Off on Happy New Years (Solar Calendar)

Hello all. I hope your holidays are shaping up and, for those in the West, celebrating religious holidays and preparations for New Years Eve find you full of joy and excitement. For those in Vietnam there's a brief display tomorrow night, but for the most part we save our celebration for later in the month when the Lunar New Year celebration comes to pass. Tet has different connotations for different people, but for the majority of Vietnamese it means a week of celebrating the old [...]

Counterfeiting in Vietnam, a Report

By |December 9th, 2019|Categories: Intellectual Property, Legal News, Pharmaceutical & Healthcare|Comments Off on Counterfeiting in Vietnam, a Report

Last summer the International Chamber of Commerce Business Action to Stop Counterfeiting and Piracy issued a report on counterfeiting in Vietnam. The report not only reviewed the current counterfeiting schemes in Vietnam but offered recommendations for improving protection of rights of creators, inventors and owners. This blog post will review some of the report’s findings as an attempt to educate readers as to Vietnam’s current counterfeiting problems and the importance of intellectual property protections. Vietnam is an attractive place for manufacturing as global trade wars [...]

How a Company Can Be Held Criminally Liable in Vietnam

By |December 2nd, 2019|Categories: Corporate and commercial, Dispute Resolution, Employment, Securities and Capital markets|Comments Off on How a Company Can Be Held Criminally Liable in Vietnam

Criminal liability accrues to a commercial legal person if the violating act was performed (1) in the name of the legal person, (2) for the benefit of the legal person, (3) under the direction, management or approval of the legal person, and (4) the relevant statute of limitations has not expired. Criminal prosecution of a legal person does not exclude the possibility of individual criminal liability for acts committed.[1] Unfortunately, the penal code does not define many of these terms, and as they call up [...]

Who is a Minority Shareholder in Vietnam?

By |November 25th, 2019|Categories: Contract Law, Corporate and commercial, M&A|Comments Off on Who is a Minority Shareholder in Vietnam?

While I have been examining minority shareholder rights in privately held corporations in Vietnam, I have failed to handle a vital piece of business regarding such. I have failed to discuss who, exactly, is a minority shareholder. According to Merriam-Webster’s Dictionary, a minority shareholder is “a shareholder whose proportion of shares is too small to confer any power to exert control or influence over corporate action.” A minority shareholder in Vietnam, then, would be one who does not control enough shares to pass a vote [...]

Vietnam’s “Business Judgment Rule”

By |November 18th, 2019|Categories: Corporate and commercial, M&A, Securities and Capital markets|Comments Off on Vietnam’s “Business Judgment Rule”

In the United States and, with some adaptation, in most common law countries, a member of the board of directors has a three-fold fiduciary duty to shareholders. First, he must show good faith in completing his responsibilities. The duty of good faith is a general presumption that the parties to a contract will deal with each other honestly and fairly. Managers assume this contractual duty towards the company and, thus, towards shareholders. Second, he must show loyalty towards the company in making his decisions. This [...]

Vietnam CFO Forum

By |November 11th, 2019|Categories: Banking and Finance, Business News, Events-Seminars|Comments Off on Vietnam CFO Forum

On November 12, at the Lotte Legend Saigon Hotel in Ho Chi Minh City, Vietnam, the annual CFO Forum will welcome over thirty speakers and three hundred attendees. Indochine Counsel's managing partner, Dang The Duc, will be speaking as the sole representative from the legal community amidst a number of speakers from technology, fintech, and advisory positions. The CFO Forum is close to Indochine Counsel's heart as it offers an opportunity for Chief Financial Officers in Vietnam to come together to discuss the challenges and [...]

Voting Preference Shares in Vietnam

By |November 4th, 2019|Categories: Corporate and commercial, Dispute Resolution, M&A|Comments Off on Voting Preference Shares in Vietnam

For those familiar with shareholding companies where venture capital (VC) is better established than in Vietnam, the concept of voting preference shares is familiar. I remember in law school discussing the differences in classes of shares for startups and shareholding companies, and the idea that classes of shares are treated differently from each other. That much is true here in Vietnam, but there are differences. In California, where I studied law, classes of shares are allowed to vote for changes to their own rights according [...]

Quorum Requirements in Vietnam

By |October 28th, 2019|Categories: Corporate and commercial, M&A, Securities and Capital markets|Comments Off on Quorum Requirements in Vietnam

Quorums. I'm currently researching an instance in the Cherokee Nation, a Native-American tribe in the United States, where a question of the quorum requirement for the legislative branch created a constitutional crisis that put the entire Cherokee government into paralysis. When I was in-house counsel in Lao, we made some major changes without the minority shareholders simply because we could, because the quorum requirement was stated in such a way as to allow for the majority shareholders to satisfy it, and to conduct the business [...]

Conditions Precedent

By |October 21st, 2019|Categories: Contract Law, Corporate and commercial, M&A|Comments Off on Conditions Precedent

As this month marks the tenth anniversary of my career in Asia, I thought I would look back again on some of the interesting transactions from earlier in my time in Vietnam. In particular, I am thinking of an acquisition on which I worked that involved a rushed tax deadline, two parties who claimed they knew each other well, and an investor with a huge risk appetite. The foreign investor had worked with the local target for some time, apparently long enough to build up [...]

Legal Formalities in Indochina

By |October 15th, 2019|Categories: Contract Law, Corporate and commercial, Dispute Resolution, Inward Investment|Comments Off on Legal Formalities in Indochina

Formalities. Time consuming, seemingly needless, but so very important. When I was in Laos, I worked for an investment fund that offered some private parties loans. I was in charge of securing those loans. I did my due diligence, researched the secured transaction law--which was fairly simple--and drafted sufficient contracts to protect the fund. But part of the process was notarization of the contract in order to register the security with the State. Now, in Laos, there is only one agency which notarizes documents, and [...]

Don’t Trust a BCC

By |October 7th, 2019|Categories: Contract Law, Corporate and commercial, Inward Investment, M&A|Comments Off on Don’t Trust a BCC

A while ago I was working with another lawyer on an M&A deal. The target company was a Vietnamese entity that operated in a restricted sector. This meant that foreign ownership was limited. Our client was a foreign entity that had a Business Cooperation Contract with the Vietnamese entity that stated that the foreign entity would benefit when the Vietnamese entity was sold. As part of this BCC, the foreign entity had invested heavily in the Vietnamese entity. Now, come time to sell the Vietnamese [...]

Viettel Installs 5G Network in HCMC

By |September 23rd, 2019|Categories: Business News, Technology and Media, TMT-Technology, Media, Telecom|Comments Off on Viettel Installs 5G Network in HCMC

According to Dat Viet at VN Express International, Viettel, the military owned telecommunications company, has installed several 5G network broadcasting stations throughout Ho Chi Minh City and Hanoi. You can see the article here. This is a major turn around for Vietnam as they are intent on becoming one of the first countries in the world to roll out 5G services. This is especially important as the country works on its infrastructure to handle the influx of manufacturers from the US-China Trade War. I remember [...]

Legal Guide for Vietnam

The material contained in this Legal Guide to Investment in Vietnam is intended to inform readers of general legal developments in Vietnam…

> Legal Guide for Vietnam


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