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question and answer
:: Question :: Other than merger form, are there any other legal forms for the securities companies can over come the current difficulties of the market? How to perform these?
Other than merger, consolidation and acquisition are the two other forms applicable to the enterprises in general and the securities companies in particular. There are differences of these two forms in terms of legal terminology, however, in nature, both of them are considered as economic concentration in accordance with Article 16 of the Law on Competition.
With regard to consolidation, in accordance with the Law on Enterprise and the Law on Competition, this is a solution to reorganize an enterprise. Accordingly, two or more companies of the same type (hereinafter referred to as the consolidating companies) may be consolidated into a new company (hereinafter referred to as the consolidated company) by transferring its lawful assets, rights, obligations and interests to the consolidated company and be terminating the existence of the consolidated companies.
The consolidation contract is required for consolidation. This contract, the Charter, the management positions of consolidated enterprise must be approved by members, owners of the enterprise or the General Meeting of Shareholders. Especially, if the consolidating enterprise has 30% to 50% of the related market proportion, before the consolidation, the legal representative of this enterprise must give a prior notice to the administrative body on completion.
With regard to the acquisition, in accordance with the Law on Completion, it is the case one enterprise (acquiring enterprise) acquires the whole or a part of the assets or shares of another enterprise (acquired enterprise) in order to control and manage the whole or a part of business activities of acquired enterprise.
In addition to governing by the regulations of the Law on Enterprise, the merger or consolidation of the enterprise as a securities company shall be governed and satisfied the regulations of the specialize laws and regulations including the Law on Securities and Decree 27/2007/QĐ-BTC on issuance of the regulation on organization and operation of securities companies.
orther:
- » Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member? (01/06/2010)
- » Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws? (31/05/2010)
- » Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife? (03/05/2010)
- » Question :: We are a unlisted public company which issued convertible bond (two years term) nearly two years ago. In the coming time, the company will register to list shares in the Ho Chi Minh City Stock Exchange (HOSE). In order to shorten time, will the company be able to conduct this procedure along with converting bonds to shares? (28/04/2010)
- » Question :: In 2009, the price of listed shares of many companies increased continuously. Therefore, such companies were required to provide explanation for such increase. There are many companies used the same explaining contents for different explanation. Please kindly provide the regulations on content of the explanation on increase of price of shares? (21/03/2010)