New regulations on public offering of shares under in Vietnam

The new rules on public offering of securities in Vietnam under the Securities Law 2019 and Decree 155/2020 contain several changes to the previous rules under the Securities Law 2006 and Decree 58/2012. Here are some notable new changes.

This post is written by Nguyen Khanh Linh and Nguyen Quang Vu.

1. Forms of public offering of securities

According to Decree 155/2020, “the initial public offering of shares to establish an enterprise in an infrastructure or high-tech sector, or establish a shareholding credit institution, and “public offer of capital contribution contracts for investment”, are no longer considered as a separate form of public offerings. The forms of public offering under Securities Law 2019 now only consist of:

(a) public offering for raising additional capital to the issuing organization;

(b) public offering to become a public company by changing ownership structure without increasing the charter capital of the issuing organization; and

(c) A combination of the forms described at (a) and (b).

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Are computer files property under Vietnamese law?

Computer files are the foundation of the digital economy which in turn is the foundation of a modern economy. There are strong arguments to consider computer files being property and qualified as “things” (vật). However, in practice, it is not clear if the courts and other Government authorities will accept such arguments.

Article 105 of the Civil Code 2015 provides that property comprises things, money, valuable papers, and property rights. There is no legal definition of “things”. However, there are strong arguments that computer files are qualified as things:

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Transfer of capital contribution in private universities that have not been restructured

1. The Law on amending the Law on Higher Education dated 19 November 2018 (Amendment Law 2018) provides for various new points compared to the Law on Higher Education dated 18 June 2012 (Higher Education Law 2012). One of important new points is the change in the organizational structure of private universities. Accordingly, the Amendment Law 2018 requires private universities to have an university council (hội đồng trường) (similar to public universities) instead of a board of directors (hội đồng quản trị) as previously provided in the Higher Education Law 2012.

2. Thus, whether investors in a private university that has not been restructured under the Amendment Law 2018 (Non-restructured University) can transfer their capital contribution in that university and if so, what procedures must be followed?

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RETURN OF DEBT PURCHASE PRICE TO A FOREIGN DEBT PURCHASER

1. BACKGROUND

1.1. A Vietnamese company (Seller) exports goods to a foreign company (Buyer) under a goods sale and purchase contract (Goods Sale Contract).

1.2. The Seller transfers the receivables under the Goods Sale Contract (Receivables) to another foreign company (Debt Purchaser) (not a credit institution) through a debt sale and purchase agreement (Debt Sale Contract) at a Debt Purchase Price being 90% of the Receivables value (Debt Purchase Price).

1.3. Under the Debt Sale Contract,

1.3.1. the Debt Purchaser will advance the Debt Purchase Price to the Seller and will receive the Receivables from the Buyer when due;

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