Luận văn Thạc sĩ: Nghĩa vụ của người quản lý công ty cổ phần theo pháp luật doanh nghiệp

The growth of joint-stock companies (CTCP) is pivotal for capital mobilization and economic development, yet it inherently creates an "agency problem" stemming from the separation of ownership and management. This fundamental issue often leads to potential conflicts of interest between shareholders and managers, threatening corporate sustainability and investor trust. Consequently, a clear and robust legal framework governing the "duties of managers in joint stock companies" is paramount. This study aims to systematically analyze the theoretical foundations and current legal provisions, particularly under the "Law on Enterprises 2020," to assess the practical implementation of these duties and propose solutions for enhancing corporate governance in Vietnam.

Legal scholars, corporate law practitioners, policymakers, enterprise managers, and investors interested in corporate governance and directors' duties in Vietnam.

This master's thesis systematically investigates the "duties of managers in joint stock companies" within the framework of Vietnamese enterprise law, specifically focusing on the "Law on Enterprises 2020." The core issue explored is the "agency problem," arising from the intrinsic separation of ownership and management in CTCPs, which creates a potential for conflicts of interest and risks to shareholder value. The research employs analytical, synthetic, comparative law, and case study methods to examine the current legal landscape. It critically identifies significant inadequacies, such as the vague definitions and lack of quantitative standards for fundamental legal duties including honesty, care, and "loyalty." Furthermore, the study reveals that existing enforcement mechanisms, notably the "derivative action mechanism" for shareholders (Article 166), are largely ineffective in practice due to various barriers like high proof burdens and restrictive ownership thresholds. This weakness in civil institutions and internal "corporate governance" structures has, alarmingly, contributed to a trend where serious corporate violations are addressed through criminalization. To address these challenges, the thesis proposes a comprehensive set of solutions for legislative improvement. These include: (i) further specifying the content of managerial duties, potentially through case law; (ii) selectively integrating international doctrines like the "Business Judgment Rule" to protect good-faith managers; (iii) expanding the scope of responsible parties to include "shadow directors"; and (iv) enhancing the viability of the "derivative action mechanism" by reducing or eliminating ownership thresholds for its initiation. The findings offer valuable insights for strengthening the legal framework, improving the practical enforcement of manager responsibilities, and fostering a more transparent and sustainable business environment that protects the interests of all stakeholders.