I’m a Corporate Governance guy. I took several classes in law school and have worked several matters related to it. It’s a constantly changing yet interesting area of the law.
in Vietnam there are two different regimes for corporate governance, the basic regime which covers private companies, and the more intricate reporting required for publicly traded companies. Either way, there are sometimes things that can’t be mitigated by advanced precautions. Sometimes, stuff happens.
I remember one of my first matters working with clients involved an interesting conundrum. I was already working in Vietnam, and there was a lot of distrust of local leadership in corporate positions. Foreign companies came in and set up corporate governance protections. They spend a lot of time setting up voting procedures to limit local partner autonomy.
But in this one instance, there was no precaution that could guard against the occurrence. The manager of the company, a foreign national, absconded with a great deal of money as well as the incorporation documents and the company seal.
In most places this wouldn’t be a problem, but in Indochina, where French formalism remains influential, seals and incorporation documents and things of that nature are important to the running of companies and the entering of contracts. Vietnam is one of a few countries that still requires company seals as a requirement for entering into corporate deals.
The element of this situation that was most interesting was that the crime committed was committed by a European, not by a Vietnamese. It was the white guy who did it. He then fled the country and gave a big offensive farewell to his employers.
Now, such a sudden loss of evidence for operations can be salvaged. There are mechanisms for replacing these documents. It takes a little time, and a little money, but with the right help it can be done, only the smitten company can’t act in certain ways until such time as the formalities are returned.
Like I said, corporate governance can’t predict all crimes of a corporate nature, but the efforts of investigating and vetting personnel can go a long way towards helping ferret out such scoundrels. Perhaps the lesson is, don’t go trusting white people just because they came from somewhere trustworthy. Do a background check and don’t assume that white skin is enough to trump locals,