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Dispute resolution in Vietnam.

The parties involved in the disputes, depending on the actual situation of such case, may choose a Foreign court or a Foreign arbitration agency, International arbitration agency to handle the dispute.
For judgments, decisions made by Foreign courts or awards made by Foreign arbitration agency related to the enforcement in Vietnam. One of the parties involved in the case, before making a judgment, decision, enforceable in Vietnam or making it invalid or null, shall take one more legal procedure: Procedures for requesting recognition and enforcement in Vietnam or the procedure for requesting non-recognition and non-enforcement in Vietnam.
This procedure is implementing in accordance with the regulation of the Civil Procedure Code and is mostly dependent on judicial assistance agreements signed by and between Vietnam and countries having jurisdiction agency. In addition, multilateral agreements, bilateral agreements and other international law sources are also referred to, applied in this case.
Subject to the actual situation of the case, the parties may choose a Court or an arbitration agency in Vietnam or an International arbitration agency in Vietnam to resolve the dispute. Judgments made by jurisdiction agency based in Vietnam are most implicitly recognized and enforced without further procedure.
Before the selection of the jurisdiction agency, the parties also have the right to choose their own negotiation or a non-procedural mediator for the resolution of such disputes. After gaining results of mediation, the parties only need to ask the Court to recognize the mediation or its results. In fact, this stipulation is almost formalistic because it is difficult to ask one of the parties involved in the dispute to accept the other party’s conditions.
Regarding litigation mechanism in Vietnam, the parties of dispute should take notice that if the case is handled at the Court, the advance payment to the Court of the beginning will be low and likely to be refunded by the Court (for winning case). In contrast, according to the Arbitration proceedings, the arbitration fee advance payment is usually a large amount and is non-refundable (The arbitration agency judging for the parties is entitled to require the losing party for the fee, but the party shall be not entitled to be refunded despite their winning the case). However, the shortcoming of the Court proceedings is taking long time and such cases may occur as inadequate transparency or judgment is difficult to be understood due to the qualification, ability of making evaluation and experience of judges with legal situations. Therefore, the claimant party should consider the costs and time of the proceedings as well as the possibility of an arbitration agreement for the selection of jurisdiction agency. According to the lawyers of BFSC Law Firm, even though arbitration options are expensive and require for more elaborate contracts, the benefits of time amount gained are very large, especially in case that the other party falls into insolvency, facing risk of bankruptcy or is showing signals of avoiding obligations.
Another issue related to dispute resolution and assurance mechanism for the case’s outcome. Even in case of winning, the winning party may also not be able to recover their rights and benefits due to insolvency, bankruptcy or assets dispersed and concealed by the losing one. Therefore, right from the beginning of a case, the claimant and the lawyer should evaluate, consider and thoroughly apply provisional emergency measures to ensure the ability to enforce the outcome of the dispute.
BFSC Law Firm’s lawyers will give exact advices on each case when providing services.

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Offering and transferring shares in Vietnamese enterprises

Offering and transferring shares in an enterprise is implemented for a variety of reasons, such as:
i) Transferring internal shares of founding shareholders, transferring internal shares of ordinary ones;
ii) Issuing additional shares to increase charter capital for small-sized enterprises;
iii) Issuing additional shares to increase charter capital for large-sized enterprises (issuing stocks);
iv) Transferring activities regarding to the aspect of enterprise acquisition and merging;
This activity is basically regulated by the Law on Enterprise for conditions and procedure orders of offering and transfer. For large-scale offerings on the securities market, this activity is subject to the Securities Law in terms of the order and procedures.
As another aspect of this activity, the Investment Law and specialized business laws also stipulate a number of enterprises operating in certain conditional business lines, including business conditions and share ownership ratio of foreign investors in enterprises.
The Competition law is also referred to these transactions if they are likely to form monopoly or economic concentration.
Parties involved in shares offering and transferring probably should pay attention to regulations on taxation, payment, insurance and derivative transactions.
In addition to the domestic law source of Vietnam, multilateral, bilateral agreements and internationally recognized practices are also the basis for referencing and reviewing when these activities conducted.
BFSC Law Firm’s lawyers will give exact and detailed legal advices when providing any legal services.

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Corporate acquisition and merging in Vietnam

Except for the regulations of the Law on Enterprises No. 68/2014/QH13 on selling Private enterprises, there is no obvious legal regulation on trading enterprises for the models of Joint-stock company, Limited liability company, Partnership, Parent – child company or economic group. The corporate acquisition activities over these models are mainly implemented through the mechanism of trading shares, capital contributions and owners’ equity in order to reach the governing percentage over the organization and operation each enterprise.
The merging is specified in a number of more obvious regulations included in Law on Enterprise No. 68/2014/QH13. Although these regulations have not satisfied the expectations of investors, they have formed a significant legal corridor for the merging, division, separation and consolidation activities of enterprises.
In addition to regulations specified by the Law on Enterprise on trading share, capital contribution and owner’s capital, corporate acquisition activities are also regulated by the law on investment and specialized law for conditional businesses (in terms of business conditions, capital ownership ratio of foreign investors) and regulations specified in the Securities Law on purchase offering, offering and procedures for shares transferring. Moreover, in some cases, trading transactions shall also comply with the provisions of the Law on Competition to prevent monopoly and economic concentration.
We only generally and briefly consider for legal aspects of enterprise trading and merging activities in Vietnam within this article for clients as reference, BFSC Law Firm’s lawyers will give specific consultation when providing any legal services.

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