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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
Last week Vinfast, a subsidiary of Vinagroup, began manufacturing the Vinfast line of automobiles. The line begins with a standard hatchback and a sedan, two vehicles that are priced around 17,000USD. This is cool. For a couple of reasons is this cool. First, car purchases in Vietnam are up 22% year on year since 2018. [...]
Thanks to Dr. Matthias Duhn on LinkedIn, for sharing the link to the interview with the Minster of Planning and Investment. The original interview ran in Vietnam Investment Review, here, and is a reassuring assessment of the private sector economy. One of the highlights of the article, and I'll let you read it for yourself, [...]
According to Vietnam News, here, the Ministry of Finance has proposed a change in the current corporate income tax structure for small and medium sized businesses with an even greater exception for what it considers micro businesses. The cut would be from the regular 20% which is paid by all enterprises to 15-17% depending on [...]