Bài giảng Luật kinh tế: Chương 5 - Trường ĐH Công Thương HCM

This academic material provides an essential overview of the Joint Stock Company model, a pivotal legal entity in modern economies. Understanding the structure and regulatory framework of a "Công ty cổ phần" is fundamental for students and professionals in law, finance, and business administration. The rapid evolution of corporate governance and financial markets, especially with the introduction of the "Luật Doanh nghiệp 2020", necessitates a clear grasp of concepts such as "cổ phần", "cổ phiếu", and "vốn điều lệ". This document aims to delineate the foundational principles, key legal characteristics, and classifications essential for navigating the complexities of corporate operations and investment in Vietnam.

Students and professionals in law, finance, business administration, and anyone seeking to understand the legal framework and operational dynamics of Joint Stock Companies in Vietnam, particularly under the "Luật Doanh nghiệp 2020".

This academic content comprehensively explores the legal and operational aspects of a Joint Stock Company, starting with its basic definition as a legal entity where "vốn điều lệ" is divided into equal "cổ phần", and "cổ đông" hold limited liability. It meticulously details the fundamental "đặc điểm pháp lý", emphasizing the nature of shareholders, the ability to issue "cổ phiếu" and "trái phiếu", and the company's status as a legal person with potentially unlimited shareholders. The material then delves into the specific regulations governing "cổ phần" and "cổ phiếu", clarifying their distinct roles as ownership units and financial instruments, respectively. It traces the historical evolution of "mệnh giá cổ phiếu" and elucidates concepts like par value, market price, and book value. A crucial segment is dedicated to differentiating between "cổ phiếu" (representing equity) and "trái phiếu" (representing debt), highlighting their varying profit mechanisms and structural characteristics. Furthermore, it categorizes "trái phiếu doanh nghiệp" based on convertibility and security, providing an overview of the corporate bond market in Vietnam, including issuance trends and interest rates. A significant portion is dedicated to the "phân loại cổ phần", distinguishing between common and preferred shares, and exploring the nuances of "quyền biểu quyết" associated with different share types. It elaborates on the rights of common shareholders, such as participating in the General Meeting of Shareholders and nominating board members. The content's logical flow, from fundamental definitions to specific regulatory details and market context, provides a robust framework for understanding the intricate world of joint stock companies, their capital structure, and their role in the "thị trường chứng khoán". The insights are particularly valuable for practical application in legal compliance, financial analysis, and strategic investment.