Corporate governance has become increasingly important to companies across all industry sectors, from multinational corporations, listed companies to privately held corporations. Good corporate governance is not only essential to the company’s smooth operation but also fundamental in enhancing investors’ trust and confidence. However, the Vietnamese corporate governance landscape may be tricky waters for foreign companies to navigate.
At LNT & Partners, our cross-practice and holistic approach to problem solving ensures clients are given pragmatic solutions to their corporate governance issues, whether it be best practices, leadership structures, voting policies for institutional shareholders, conflict of interest, or overall risk management. We are also known for our ability to act quickly during times of crisis to protect our client’s best interests.
Our corporate governance practice provides advice and support to clients across an array of matters, including:
- drafting and reviewing company’s charters, bylaws, guidelines and other governance-related materials
- advising on conflict of interest and related party transactions
- providing corporate compliance reviews in all industries and areas of law
- conducting internal investigations
- counseling boards of directors during crisis situations
Advised a private equity firm on several disputes with majority shareholders in its portfolio companies.
Advise a Singapore fund regarding its minority holding in a Vietnamese education corporation, for securing both liquidation preference and management control, by way of holding shares with hybrid preferences.
Advise a majority shareholder in a large corporation about (i) how to leverage against an investment fund regarding the fund’s anti-dilution options and share redemption; and (ii) how to mitigate the risks of the fund’s derivative actions against the board members who are nominated by the key shareholder.
Advise and prepare shareholder agreement for a Japanese shareholder to manage and control other shareholders for the purpose of the Japanese shareholder achieving a takeover transaction in a large listed pharmaceutical company.
Advise on fiduciary duty of CEO in a Japanese owned company in Vietnam.
Advise on possible criminal and civil liabilities of a Board member representing a foreign bank being a shareholder in a Vietnam commercial bank.
Advise a Singapore investor in getting the management powers reallocated so as to give the chairperson nominated by the Singapore investor more powers than the regulatory ones, which would otherwise be vested to the CEO.
Advise an investor with minority shareholding to take management control by holding a majority of voting and key managerial positions.
