Hyperlink cross-references in contracts in Vietnam

It is quite common to cross-refer to a document in a contract by placing an internet hyperlink to such document (e.g., privacy policy or website standard terms). This practice should be valid under Vietnamese law. This is because:

· Under the Civil Code 2015, a contract may have appendices attached to it which provide details on certain term and conditions of the contract. The law does not clearly regulate the form of the appendices of the contract and the word “attached to” has a broad interpretation that may be general enough to cover an internet hyperlink to the main contract.

· Article 119.1 Civil Code 2015 allows a civil transaction by way of electronic means in the form of data messages in accordance with the Law on E-transaction will be deemed to be written transaction. Under the Law on Electronic Transactions 2005, a contract can be presented in the form of data messages and still valid and binding.

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Written by Nguyen Quang Vu On In ,

Exemptions Of Tender Offer Under The Securities Law 2019

Under the Securities Law 2019, regarding a public joint stock company (the target company), those entities who fall into tender offer triggering circumstances do not have to conduct a tender offer in some specific circumstances. In particular:

· Circumstance 1: Purchasing of newly issued shares, which results in the ownership reaching the tender offer triggering limits, in accordance with the issuance plan approved by the target company’s General Shareholder Meeting.

· Circumstance 2: Receiving the transfer of the outstanding voting shares, which results in the ownership reaching the tender offer triggering limits, as approved by the target company’s General Shareholder Meeting. In such circumstances, the General Shareholder Meeting must clearly identify the transferor and the transferee.

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Written by Nguyen Quang Vu On In , ,

Decree 10/2020 and ride-hailing platforms in Vietnam

On 17 January 2020, the Government issued a new Decree (Decree 10/2020) to replace Decree 86 dated 10 September 2014 (Decree 86/2014) regulating road transportation services by cars. This new Decree introduces updated regulations to govern a growing number of ride-hailing platforms in Vietnam (or at least the parts of such platforms associated with automobile transportation).

Previously, Grab Company Limited (Grab VN) is permitted by the Ministry of Transportation to act as an intermediary connecting automobile transport business entities and passengers to provide its automobile ride-hailing platform (i.e., GrabCar). With the new Decree 10/2020, if Grab VN (and other entities conducting similar business) directly manages vehicles or chauffeurs, or determines the transport fare, they would be considered as conducting transportation by automobile business instead as “conducting business of transport by automobile” (kinh doanh vận tải bằng xe ô tô) is defined as: the act of performing at least one of the main steps of transport activities (being directly managing vehicles and chauffeurs, or determining the transport fare) in order to transport passenger or goods on road for profit.

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Written by Nguyen Quang Vu On In ,