Corporate Governance

Our Corporate Governance practice provides strategic legal counsel to help businesses build transparent, accountable, and compliant governance frameworks. We advise boards of directors, executives, and shareholders on regulatory requirements, internal controls, fiduciary duties, and best practices to ensure effective decision-making and risk management. Whether supporting startups or listed companies, we help clients align their governance structures with both local laws and international standards to drive long-term success.

Our Corporate Governance practice provides strategic counsel to help businesses build transparent, accountable, and compliant governance frameworks. We advise boards of directors, executives, and shareholders on regulatory requirements, internal controls, fiduciary duties, and best practices to ensure effective decision-making and risk management. Whether supporting startups or listed companies, we help clients align their governance structures with both local laws and international standards to drive long-term success.

Board Structure and Responsibilities

We advise clients on establishing and maintaining effective board structures in Vietnam. Our services include drafting charters, defining director duties, and guiding board operations to support clear oversight, strategic decision-making, and accountability.

Shareholder Rights and Protection

Our firm helps safeguard shareholder interests by advising on rights enforcement, dispute resolution, and corporate actions. We support clients in navigating meetings, shareholder agreements, and remedies to ensure fair and transparent treatment of all stakeholders

Where dispute is unavoidable, we have a reputation for successfully fighting our clients’ corner. Our team works closely with dispute resolution lawyers to deliver a seamless service.

Disclosure and Transparency

We provide guidance on financial and operational disclosure obligations, particularly for public and listed companies. Our team ensures clients comply with Vietnam’s regulatory framework and reporting standards to maintain market integrity and stakeholder trust.

Related Party Transactions and Conflict of Interest Management

We help clients identify, disclose, and manage related party transactions and conflicts of interest in line with legal requirements. Our services include drafting policies, reviewing transactions, and advising boards to mitigate risk and uphold ethical governance standards.

How We Can Help

  • We view governance as more than compliance—it’s a tool for better decision-making and sustainable growth. We work hands-on with our clients to create governance systems that are practical, scalable, and responsive to changing legal and business environments.
  • We help businesses move beyond box-ticking. Our team designs governance policies that not only meet regulatory standards but also strengthen board performance, shareholder confidence, and risk management.
  • We tailor our governance services to your company’s stage, sector, and structure. Whether you’re a newly formed entity or an expanding enterprise, we provide the tools and insights to govern effectively from day one.

Notable Matters

Merger Control
  • Novelis on its US$2.6 billion acquisition of Aleris Corporation, which was conditionally approved by the Chinese competition authority.
  • Cargotec on its €87 million acquisition of the marine and offshore business from TTS Group, which was conditionally approved by the Chinese competition authority.
  • Boeing on its US$4.75 billion acquisition of the commercial jet business division of Embraer.
  • Rockwell Collins on its US$30 billion acquisition of United Technologies Corporation, which was conditionally approved by the Chinese competition authority.
  • Linde Group on its €66 billion merger with Praxair, which was conditionally approved by the Chinese competition authority.
  • The Walt Disney Company and 21st Century Fox, Inc. on Disney’s US$71.3 billion acquisition of Fox.
  • DuPont on its US$130 billion merger with the Dow Chemical Company, which was conditionally approved by the Chinese competition authority.
  • Becton, Dickinson and Company on its US$24 billion merger with C.R. Bardwhich was conditionally approved by the Chinese competition authority.
  • Broadcom on its proposed US$117 billion acquisition of Qualcomm.
Antitrust Investigations
  • A multinational shipping company accused of cartel conduct, resulting in the first acquittal of a multinational company.
  • An international shipping company in a cartel investigation initiated by the National Development and Reform Commission (NDRC), which resulted in the investigation being suspended.
  • Three state-owned port groups in an NDRC antitrust investigation into alleged abuse of dominance. The NDRC dropped its charges against one of the groups and suspended its investigation of the remaining two.
  • A leading international company in the entertainment industry in an abuse of dominance investigation.
  • An international chemical company in the first abuse of dominance investigation initiated by a local antitrust authority in this sector.
  • An international medical device company in the first and largest antitrust investigation in the medical device sector.
  • Three multinational automobile companies in their respective dawn raids and antitrust investigation into resale price maintenance practice.
  • A multinational chemical company in an investigation into resale price maintenance practice.
Antitrust Litigation
  • A multinational high-tech company in a series of antitrust civil cases concerning the license of its patent portfolio connected with telecommunication standards.
  • A multinational software company in its defense against antitrust claims filed by distributors on the grounds of abuse of market dominance.
  • A global communications technology company in a dispute over alleged abuse of market dominance relating to restrictive provisions in intellectual property license agreements.
  • An electrical equipment manufacturing company in a dispute with a global energy company over alleged abuse of market dominance concerning restrictive provisions in supply agreements.