Divestment from insurance sectors by State-owned Enterprises

Earlier this month, the Prime Minister approved the restructuring plan for securities and insurance sectors in Decision 1826/2012. According to Decision 1826/2012, all State-owned or State-controlled enterprises including commercial banks are required to divest from insurance companies. In particular, these SOEs are required to reduce their ownership interest in insurance companies to less than 20% charter capital of the relevant insurance companies by 2015. Currently, there are several insurance companies controlled by SOEs including PetroVietnam Insurance Company, Post Telecom Insurance Company, Vietnam Airline Insurance Company, BIDV Insurance Company, Vietinbank Insurance Company, AgriBank Insurance Company, and Petrolimex Insurance Company. If Decision 1826/2012 is implemented in practice then one could expect an increased number of deals regarding insurance companies in the next couple of years.

Vietnam Business Law Blog

Collective action mechanism among bondholders is one of the common features in terms and conditions of a corporate bond.  Two important features of collective action mechanism are:

·        the use of a bond trustee to act for the benefit of bondholders; and

·        the use of bondholders’ meeting to allow a decision of a majority (or super-majority) of bondholder regarding the bond (e.g. changing the terms of the bond) to bind minority bondholders who disagree with such decision.

Arguably, if the provisions of bondholders’ meeting are included in the terms of the bond and a bondholder agrees to such term then the provisions on a civil transaction under Civil Code 2015 may allow the use of bondholders’ meeting in Vietnam. However, the validity of a decision of a bondholders’ meeting which is not approved by all bondholders is still questionable under Vietnamese law. This is because:

Under the Law on E-Transactions, an e-signature (chữ ký điện tử) is defined as being created in the form of words, script, numerals, symbols, sounds or in other forms by electronic means, logically attached or associated with a data message, and being capable of identifying the person who has signed the data message, and being capable of identifying the consent of that signatory to the contents of the signed data message.

According to Article 24.1 of the Law on E-Transactions, an e-signature of an individual affixed to a data message will be legally equivalent to the signature of such individual affixed to a written document if:

·        the method of creating the e-signature permits to identify the signatory and to indicate his/her approval of the contents of the data message; and

·        such method is sufficiently reliable and appropriate to the purpose for which the data message was originated and sent.

Accordingly, if an user being an individual of an e-commerce website, who can be identified by his/her username, password, and other means of verification (e.g., OTP code), clicks on a confirmation button of an online order then such action can be regarded as creating and affixing an e-signature to the online order by the individual user. This is because: