Vietnam Business Law

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No “squeeze out” in Vietnamese tender offers

Vietnamese tender offer rules do not have  any “squeeze out” mechanics which allows a person conducting a tender offer to acquire shares from the remaining shareholders without the consent of such shareholders once such person reaches a certain shareholding threshold. Article 51 of Decree 58 of the Government dated 20 July 2012 implementing the Securities Law only requires a person conducting a tender offer to “continue to purchase the remaining shares” within 30 days after such person holds 80% or more the shares in the relevant target company. However, Decree 58 does not impose any obligation to sell on the remaining shareholders.

Although there are no “squeeze out” rules,  a person holds 80% or more the shares in a joint stock company may indirectly “force” other remaining shareholders to redeem their shares if such person procures the shareholders meeting of the relevant company to pass a resolution to re-organise the company (e.g merger, split or conversion) or to change the shareholder rights recorded in the Charter of the company. Under the Enterprise Law, a shareholder voting against such a decision may request the company to redeem their shares.

 

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