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Title: Reforming company law relating to directors' duties and responsibilities in Vietnam
Author: Vu, Van Ngoc
Awarding Body: University of Leeds
Current Institution: University of Leeds
Date of Award: 2013
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Good corporate governance and the protection of investors are key elements in the development of the capital market and economy of any country. Countries must compete to attract capital both from abroad and at home for the purpose of economic development. An economy where directors are not accountable to the company and its shareholders are able to appropriate the assets of minority shareholders will clearly not be an investor's first choice of destination. The law on directors' duties, among other mechanisms, is one tool for the promotion of good corporate governance and the protection of investors. However, most studies on the law on directors' duties are based on developed jurisdictions 'with different economic, social, legal and cultural characteristics from the developing countries. This thesis seeks to present the subject from the perspective of Vietnam, a developing nation in transition from a centrally planned economy to a market based economy,. The research studied the law on directors' duties in two of the most developed countries in the world, the UK and the US, with the aim of better understanding how they have regulated this issue and what lessons can be learnt from their experiences. The research also examined the current company law relating to directors' duties and responsibilities in Vietnam and investigated the understanding of directors' duties among some of the country's directors, scholars, judges, lawyers and investors in order to evaluate the current law and its enforcement, and to gauge their opinions as to how the law on directors' duties could be improved in the future. The research answers the following questions: first, is the existing law relating to directors' duties and liabilities in Vietnam sufficient? Second, if the law is not sufficient, how can it be modified? Finally, and based partly on the answers to the first two questions what form should Vietnamese law on directors' duties and liabilities take in the future? The research found that breach of directors' duties is common in Vietnam and that the two most common abusive actions by directors (and majority shareholders of the same company as well) are (i) the issuing of the company's new shares in breach of the law and the company's charter, at the risk of compromising the interests of minority .shareholders, and (ii) disloyal acts, including exploitation of the company's corporate opportunities and involvement in self-dealing transactions. The research also established that the current law on directors' duties in Vietnam is neither suitable nor sufficient to reduce agency problems in Vietnam. The law on directors' duties is general, vague and unenforceable in practice. The thesis proposes recommendations on how the company law relating to directors' duties and responsibilities should be reformed in the future, as a driving force for the promotion of corporate governance and economic development in Vietnam.
Supervisor: Not available Sponsor: Not available
Qualification Name: Thesis (Ph.D.) Qualification Level: Doctoral
EThOS ID:  DOI: Not available