VIETNAM ACADEMY OF SOCIAL SCIENCES
GRADUATE ACADEMY OF SOCIAL SCIENCES
PHAN HOANG NGOC
LAWS ON PROTECTING MINORITY SHAREHOLDERS
OF JOINT STOCK COMPANY IN VIETNAM: A COMPARATIVE STUDY WITH
JAPAN AND THE UNITED STATES OF AMERICA
Major: Economic Law
Code: 9 38 01 07
SUMMARY OF DOCTORAL THESIS
Hanoi, 2018
THE THESIS IS COMPLETED AT
GRADUATE ACADEMY OF SOCIAL SCIENCES
Supervisor: Prof. PhD. Hoang The Lien
Reviewer 1: Assoc. Prof. PhD. Nguyen Duc Minh ..............
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Reviewer 2: Assoc. Prof. PhD. Duong Dang Hue ................
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Reviewer 3: Assoc. Prof. PhD. Le Thi Thu Thuy ..................
The thesis was defended at the Council level of thesis assessment of
the Graduate Academy of Social Sciences
At:…. hours…. , Dated .... months .... 2018
the dissertation is publicly in:
- National Library
- Library of the Academy of Social Sciences under the Vietnam
Academy of Social Sciences
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INTRODUCTION
1. The necessity of the topic
Regarding the practice of law enforcement, the violation of rights of minority
shareholders (MIS) is relatively common, large shareholders often have conditions to
violate the rights of MIS.
MIS often have less opportunity to participate in management, deciding
important issues of the company. The rights of MS on property, corporate governance,
access to information have not been fully enforced by managers or violated, treated
unfairly by large shareholders.
In terms of meeting the requirements of integration, compared with the laws
of many countries, especially developed countries such as Japan, the United States, the
provisions on the protecting minority shareholders (PMIS) of the joint stock company
(JSC) in our country - Vietnam are still incompatible.The protection mechanism is also
not effective, especially, the dealing of violations of the rights of investors - minority
shareholders.
The above-mentioned practices show that it is necessary to further improving
the laws and mechanism on protecting the interests of MS in Vietnam, and comparing,
referencing the lesson, practice of foreign laws, including Japan and the United States.
2. Purposes and research tasks of the thesis
Purpose of the study. The dissertation reviews and evaluates the results of
research on theory and law on the protection of Vietnamese archeology with reference
to the law of Japan and the United States. Through that proposal to improve the law of
protection.
Research tasks, the dissertation will deploy the following tasks: Firstly, the
dissertation clarifies the fundamental theoretical issues on protecting MIS (PMIS);
Secondly, the dissertation conducted on the analysis and evaluation of minority
shareholders' rights in Vietnam, comparing with the laws of Japan and the US; clarifies
similarities and differences; Thirdly, the thesis proposes to improve the law on PMIS
Vietnam.
3. Scope and subjects of research
Scope of the study: The research scope of the dissertation within the scope of
LOE 2014 and other relevant legal documents has a comparative comparison with
some regulations of Japan and the United States on the rights of MIS, the responsibility
of the manager of JSC.
Research subjects: The dissertation focuses on studying the legal norms on the
protection of MIS' rights; internal governance structure; the role of the joint stock
company and the responsibility of the managers of the company to ensure the rights of
shareholders, compare with similar provisions of Japan, the United States.
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4. Research Methodology
The thesis uses the following research methods: Analytical methods;
comparative research methods; Secondary data methods.... At the same time, the thesis
is based on the methodology of Marxism - Leninist doctrine; Ho Chi Minh's thoughts
on state and law; Other theories such as: Agency theory, shareholder benefit theory,
and some other related theories in term of laws and economics.
5. New contributions of the thesis
Thesis contributes to determine and clarify the concepts and characteristics of
minority shareholder and protections; compare those of Vietnam and the US and Japan;
systematize company directors’ role, liability and power in the relationship with
shareholders in the countries’ laws. From the US, Japan and Vietnam’s laws, compare
and clarify the similarities and differences on legal mechanism for protecting minority
shareholders.
6. Scientific significance
The dissertation examines the overall law of Vietnam regarding the protection of
minority shareholders' rights in order to present their views and solutions to improve the
law protecting minority shareholders in Vietnam.
The research results of the thesis are scientific research documents for reference,
teaching on PMIS and corporate governance in Vietnam. Research results are also useful
for management agencies, corporate executives, shareholders and other stakeholders to
improve corporate governance and governance, and contribute to Theoretical views on
the protection of MIS in Vietnam.
7. The structure of the thesis
Apart from the Introduction, Conclusion and List of References, the list of scientific
works, the thesis is divided into 03 chapters and General Conclusion and
Recommendations (having the conclusion in each chapter).
CHAPTER 1
SUMMARY OF RESEARCH
1.1. Overview of research related to thesis topics
This section provides an overview of the international and Vietnamese
research in relation to the topic: "Laws on protecting minority shareholders
of joint stock company in Vietnam: a comparative study with Japan and the
United States of America”, Including the systematization of works, research
articles directly related to the topic for analysis and comparison.
1.1.1. Situation of international research
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Theoretical and practical research on the protection of MIS is one of topics
of the greatest interest to scientists around the world, and many studies have
highlighted the important role of law in protecting shareholders of JSC.
Scientific studies focus on aspects such as ownership of the company,
the legal mechanism of the PMIS and the relationship between the trust of the
shareholders and the management of the company. The United Kingdom, the
United States developed the theory of Representation, determine the
relationship of MIS with managers and major shareholders.
The separation between shareholder ownership and the management;
and administration of the company by the board members, directors and
other representatives is central issues of corporate governance. It is
imperative to have supervision by the rules and governance standards of the
representative so that they can fulfill their responsibilities with due
diligence, loyalty and obligation entrusted by the shareholders.
1.1.2. Research situation in Vietnam
To systematize researches in Vietnam on theoretical and practical
aspects of the law on protection of MIS, the mechanism of protection of
shareholders, the results showed that:
On measures to protect shareholders, the study put forward a number of
groups of measures: protection of shareholders by law, law enforcement;
protection by the internal mechanism - self-regulation by the company charter,
by the rules of ethics, professional ... In addition, other measures: shareholders
themselves to exercise their rights, litigation manager; request the association
of shareholders to represent and protect their interests.
Regarding the fundamental rights of shareholders, on the basis of the
Law on Enterprises (LOE), the categorized studies consisted of four main
groups of rights: rights of property, corporate governance, and right of
access to information and rights. In lawsuit – or the right to restore the
interests of shareholders.
1.2. Results of research on PMIS The thesis inherits and continues
research
Comparative studies (especially in the United States and Europe) have
addressed and analyzed the rationale for protecting minority shareholders
on the basis of Agency theory. The results of the comparative study on