Again this week a Vietnamese e-commerce company is in the news for receiving multiple millions of dollars in funding from international Venture Capitalists. Fika, a dating app targeted at female users (see TechinAsia story here) was funded with one and a half million. The founders, while not Vietnamese, live and work in Vietnam and their [...]
Earlier this month in a report by Bloomberg (here) and elsewhere the rumors seemed confirmed that Singapore's Grab and Indonesia's Gojek were in discussions anticipating a merger. While neither company is incorporated nor headquartered in Vietnam, they both have subsidiaries and substantial business in the country and their merger at an international level will have [...]
With the effects of Covid-19 moving towards long lasting, it is important to take a look at the health of certain parts of the global economy. One major aspect of that picture is the M&A deal flow. As a firm who is centered in the growing technological sector in Vietnam, Indochine Counsel is particularly interested [...]
On 17 June 2020, Vietnam's National Assembly passed a new law on investment. The new law offers some new approaches to investment--both domestic and foreign--in the country and broaches new territory for encouraging and regulating the sector. As I'm looking at M&A recently, I thought I would discuss two of the major developments in the [...]
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 [...]
"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 [...]
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 [...]