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 [...]
While Vietnam is coming out of the Covid-19 epidemic, force majeure in Vietnam and elsewhere remains a major issue for investors both domestic and international. Cross-border flows of goods and people remain restricted, but internally, Vietnam is resuming business as usual to the extent possible. As the world locked down over the last few months, [...]
On 4 March 2020, Vietnam signed the Hague Convention of 18 March 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters. The Convention takes effect on 3 May 2020. Vietnam is the 63 country to join the Convention. In joining the Convention, Vietnam continues its gradual accession to international judicial treaties. In [...]
Not too long ago I was looking at some labor law issues and tangentially saw a reference to a court case in Vietnam that addressed the issue of non-compete agreements. This intrigued me because the last time I looked into the issue there had been no real developments in the area and the consensus amongst [...]
I've spent the last two and a half days trying to figure out exactly what the courts do in Vietnam. I've come to the conclusion that their role is ill defined and that on purpose. I read through the Law on Promulgation of Legislative Documents, the Law on People's Courts, the Civil Procedure Code, and [...]
"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 [...]
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 [...]
Indochine Counsel has recently updated its chapter in the Kluwar Online Enforcement of Foreign Judgments for 2020. You can access last year’s edition here: http://www.kluwerlawonline.com/toc.php?pubcode=efj As I had the opportunity to work on this, I thought I would list a few highlights of the procedure using that source as a reference. Below is a discussion [...]
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 [...]
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 [...]