Implementing Decree of the new Vietnam Law on Laws

The new Decree 37/2016 implementing the Law on Laws 2015 provides some notable clarifications of the Law on Laws 2015 as follows:

• Various types of decisions of the Prime Minister are excluded from being a law such as decision approving development strategy or a master plan or decision not satisfying the conditions of a law under the Law on Laws 2015;
• Decree 37/2016 provides detailed drafting and formatting rules on a legal document including various sample Decrees and Circulars; and
• Decree 37/2016 requires Vietnamese language to be used in a legal document. The Vietnamese language used in a legal document must be consistent and must not be local dialect or old-fashioned words. Vietnamese words in a legal document must be clear and should not have multiple meaning. If a word can have multiple meaning then the meaning used in the legal document must be used.

Multi-manager funds in Vietnam

The concept of multi-manager fund has been introduced under the regulations on investment by foreign investors in Vietnam stock market. In particular, Vietnamese law allows a foreign multi-manager fund trading on the Vietnamese stock market to obtain one separate securities trading codes for each investment portfolio in such fund. Accordingly, an offshore multi-manager fund may have more than one securities trading code. However, the law does not seem to allow a multi-manager fund to be set up onshore in Vietnam. This is because the fund regulations require a member fund to be managed by one fund management company only. In case of public funds, various reports or forms also suggest that a public fund must also be managed by one fund management company.

This post is contributed by Nguyen Bich Ngoc, a VILAF associate. 

Vietnam competition law applies to vertical and/or offshore merger

In a report published by the Vietnam Competition Authority (VCA) in April 2015, the VCA confirms via its comments on the acquisition of Metro's business in Vietnam by a Thai corporation may be regarded as a vertical merger under Vietnamese law. This comment has provided more clarity on vertical merger under Vietnamese law. The VCA also confirmed that it has received a merger filing notice from Maersk, MSC and CMA CGM (P3) regarding a frame agreement to establish a joint operation venture (Network Centre – NC) in UK. Again this reported news also seems to confirm that Vietnam competition law may apply to offshore transaction.