Vietnam’s New Securities Law and Corporate Governance

Back in mid-2000s, the idea of a stock market to raise capital in Vietnam was new and exciting. The National Assembly approved the securities law and the government set out issuing regulations for companies seeking to list. While a stock exchange had existed in Ho Chi Minh City since 2000, the securities law wasn't issued [...]

By |2020-06-18T16:02:08+07:00June 18th, 2020|Corporate and commercial, Securities and Capital markets|Comments Off on Vietnam’s New Securities Law and Corporate Governance

Derivative Suits Against Management in Vietnam

A derivative suit in Vietnam, as in most jurisdictions in which it is allowed, is a civil action brought by a shareholder of a company against a third party in the name of the company. Often this third party is a member of management.1 This is a powerful tool for minority shareholders to influence the [...]

By |2020-05-21T14:04:04+07:00May 21st, 2020|Corporate and commercial, Dispute Resolution|Comments Off on Derivative Suits Against Management in Vietnam

Anti-Corruption Law in Vietnam for Investors

WHY WORRY ABOUT ANTI-CORRUPTION LAWS IN VIETNAM? At certain points of my career the question of corruption became relevant. Not only was there corruption in the government as they seized assets and claimed taxes—which they had already signed off as having received—weren't paid, but there was the question of what we, as a company seeking [...]

By |2020-05-14T12:17:50+07:00May 14th, 2020|Corporate and commercial, Inward Investment|Comments Off on Anti-Corruption Law in Vietnam for Investors

A Personal Economic History on Vietnam’s Reunification Day

Reunification Day in Vietnam. Forty-five years ago today the helicopter lifted from the roof of the American embassy, the tanks rolled down what became Le Duan Street, and the Vietnam War officially came to an end. For the United States this ushered in nearly half a century of recriminations, regrets, and disbelief. For Vietnam a [...]

By |2020-04-30T09:17:05+07:00April 30th, 2020|Corporate and commercial, General, Intellectual Property|Comments Off on A Personal Economic History on Vietnam’s Reunification Day

A Warning to Management in Vietnam Companies

Manager liability. It's a major issue for boards of directors and executives in companies throughout the globe. Insurance companies offer a specific product to protect against costs for such liability. In many jurisdictions, the legislatures and courts have created major obstacles to finding management liable and find that there is a preference to defend management [...]

By |2020-02-10T09:25:58+07:00February 10th, 2020|Corporate and commercial, M&A|Comments Off on A Warning to Management in Vietnam Companies

Vietnam Law Firm Bragging Rights

"Indochine Counsel are experts in their areas, understanding and reasonable." Every year international legal rankings publish their results by jurisdiction of the best law firms in each practice area. Sometimes Indochine Counsel ranks and wins, sometimes it doesn't. While the rankings companies say they are impartial and aren't influenced by law firm advertising budgets, they [...]

By |2020-02-04T08:41:38+07:00February 4th, 2020|Corporate and commercial, Dispute Resolution, Indochine Counsel News, Legal News, M&A|Comments Off on Vietnam Law Firm Bragging Rights

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 [...]

By |2019-12-02T09:35:40+07:00December 2nd, 2019|Corporate and commercial, Dispute Resolution, Employment, Securities and Capital markets|Comments Off on How a Company Can Be Held Criminally Liable in Vietnam

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 [...]

By |2019-11-25T11:47:29+07:00November 25th, 2019|Contract Law, Corporate and commercial, M&A|Comments Off on Who is a Minority Shareholder in Vietnam?

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 [...]

By |2019-11-18T13:07:14+07:00November 18th, 2019|Corporate and commercial, M&A, Securities and Capital markets|Comments Off on Vietnam’s “Business Judgment Rule”

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 [...]

By |2019-11-13T14:27:05+07:00November 4th, 2019|Corporate and commercial, Dispute Resolution, M&A|Comments Off on Voting Preference Shares in Vietnam
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