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

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”

Quorum Requirements in Vietnam

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 [...]

By |2019-10-28T11:17:45+07:00October 28th, 2019|Corporate and commercial, M&A, Securities and Capital markets|Comments Off on Quorum Requirements in Vietnam

New Rules for Securities

Below is a summary of major changes contemplated in the securities law by the National Assembly. This is taken from a larger article that will be published later by our firm managing partner. A private joint stock company will become a public company if it has a paid-up charter capital of VND 30 billion or [...]

By |2019-08-19T14:15:51+07:00August 19th, 2019|Banking and Finance, Securities and Capital markets|Comments Off on New Rules for Securities

Vietnam’s Corporate Governance Tested

Bui Quang Huy is in trouble. The former CEO of tech company Nhat Cuong General Technical Services is wanted by police for smuggling and now money laundering. He apparently invested money earned from the smuggling of electronics across the border into a subsidiary company and used that to hide the fact that he was syphoning [...]

By |2019-07-11T12:38:00+07:00July 11th, 2019|Business News, Securities and Capital markets, TMT-Technology, Media, Telecom|Comments Off on Vietnam’s Corporate Governance Tested

Corporate Governance Gets a Boost

To interrupt your regularly scheduled program, here's a bit of news that's both interesting and important. On 5 April 2018, a host of public companies, assisted by international non-governmental organizations, launched the Vietnam Institute of Directors ("VID"). The VID is designed to provide instruction to CEOs and directors of publicly traded companies. The instruction will [...]

New Penal Code and Corporate Criminal Liabilities

The National Assembly of Vietnam passed Penal Code No. 100/2015/QH13 (the “New Penal Code”) on 27 November 2015. However, due to technicalities and modifications by the issuance of Law No. 12/2017/QH14 on amendments to the Penal Code on 20 June 2017, the New Penal Code came into effect on 1 January 2018. Among the other [...]

Administrative sanctions in the securities market

On 1 November 2016 the Vietnamese Government issued Decree No. 145/2016/ND-CP (“Decree 145”) amending and supplementing Decree No. 108/2013/ND-CP (“Decree 108”) on sanctions against administrative violations in the securities market. The issuance of Decree 145 which is effective as of 15 December 2016 is considered as a necessary step to ensure that sanctions cover new [...]