Decree 71/2017 - new corporate governance rules for public joint stock companies in Vietnam

Decree 71/2017 provides for a various corporate governance rules applicable to public joint stock companies in Vietnam. Decree 71/2017 takes effect from 1 August 2017. Below is a detailed comparison between Decree 71/2017 and the old corporate governance rules under Circular 121/2012 of the Ministry of Finance. This post is contributed by Ha Thanh Phuc and Nguyen Hang Nga, legal interns at Venture North Law.

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Written by Lawyers VNLaw On In ,

Voting thresholds of a general meeting of shareholders in a Vietnamese listed company

The 51% simple majority voting in a general meeting of shareholders of a joint stock company (JSC) under the Enterprise Law 2014 is a major change compared with the Enterprise Law 2005 which provides for a 65% simple majority. However, if a JSC incorporated under the Enterprise Law 2005 already follows the Enterprise Law 2005’s voting rules, then such JSC will need to amend its charter to enjoy the new lower voting thresholds under the Enterprise Law 2014. And such amendment is still subject to the old 75% super majority vote under the Enterprise Law 2005.

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Written by Nguyen Quang Vu On In ,

Proxy contest in Vietnam

Vietnam securities regulations do not have specific regulations governing a proxy contest where a shareholder or group of shareholder actively seeks to obtain proxies from other shareholders in order to influence the decision of the Shareholder Meeting (e.g. electing new Board directors or approving certain important corporate matters). In particular, a shareholder, who seeks to obtain proxies from other shareholders in a Public Joint Stock Company (Public JSC), is not required to make any public disclosure or filing about its intention for the proxies obtained.

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Written by Nguyen Quang Vu On In ,