Bảo vệ quyền lợi nhà đầu tư trên thị trường chứng khoán tập trung theo pháp luật việt nam hiện nay TT TIENG ANH

VIETNAM ACADEMY OF SOCIAL SCIENCES
GRADUATE ACADEMY OF SOCIAL SCIENCES

NGUYEN PHUONG THAO

PROTECTION OF THE RIGHTS OF INVESTORS IN
THE CENTRALIZED STOCK MARKET UNDER
VIETNAMESE LAW NOWADAYS

Major: Business Law
Code: 938.01.07

SUMMARY OF DOCTORAL THESIS IN LAW

HANOI - 2021


Project completed at:
GRADUATE ACADEMY OF SOCIAL SCIENCES

Supervisor:
1. Assoc. Prof. Dr. Le Thi Thu Thuy

Opponent 1: Assoc. Prof. Dr. Pham Thi Giang Thu
Opponent 2: Dr. Dang Vu Huan
Opponent 3: Assoc. Prof. Dr. Nguyen Quang Tuyen

The thesis will be defended before the Academy-level Thesis Judging
Committee meeting at the Graduate Academy of Social Sciences
At: .......... (o’clock) .......... (minute), date…… month …… year……

The thesis can be found at:
- National Library of Vietnam
- Graduate Academy of Social Science Library


LIST OF PUBLISHED WORKS OF THE AUTHOR
1. Nguyen Phuong Thao (2019), Legal framework on protection of
investors' rights on the centralized stock market in Vietnam, Law
Professions Magazineno. 3/2019, pg 3-7.
2. Nguyen Phuong Thao (2020), Protecting investors in the stock market
by civil measures - International experience and practice in Vietnam,
People's Court Magazine, no. 11/2020, pg17 – 23, pg29.
3. Nguyen Phuong Thao (2021),Protecting investors in the stock market
by civil measures - International experience and practice in Vietnam,
Yearbook of the scientific conference “Protecting consumer of
financial services international experience and practice in Vietnam”,
year 2021,State Bank of Vietnam.
4. Nguyen Phuong Thao (2021),Financial consumer protection activities
in the securities sector in Vietnam – Practices and policy proposals,
Yearbook of the scientific conference “Financial consumer protection
– Practices and policy proposals for Vietnam”, year2021, University
of Economics and Business - Vietnam National University
Hanoi,cooperating withDeposit Insurance of Vietnam, Nafosted National Foundation for Science and Technology Developmentand
other co-organizers.


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INTRODUCTION
1. Necessity of the topic

In any stock market, the issue of protecting investors' rights has always
been identified as one of the most important and basic goals that the state
management agency aims to develop in order to develop a stable, fair and
sustainable stock market. There will be no "healthy" stock market if the
legitimate rights of investors, the market makers, are not
guaranteed.Recognizing this issue, right from the creation of Vietnam's stock
market, state management agencies have established mechanisms to protect
investors' rights in the market in legal documents on stock markets in
particular and business activities in general. Right from Decree 48/1998/NDCP on securities and Vietnam's stock market, legislators have determined the
development of legal regulations as: “To create a favorable environment for
the issuance and trading of securities, in order to encourage the mobilization
of long-term capital sources at home and abroad, ensure that the securities
market operates in an organized, safe, open, fair and efficient manner, and
protects the legal rights of investors”.This is further confirmed through the
content of the securities law 2006, the securities law 2019, the enterprise law
2014, the enterprise law 2020, etc., and other relevant legal documents.
While the system of legal regulations on the protection of investors' rights
in Vietnam's stock market has been initially built and consolidated,butoften
scattered in many different legal documents such as securities law, enterprise
law, investment law; sub-law documents such as Government decrees,
circulars of the Ministry of Finance, decisions of the State Securities
Commission, etc.thusregulations on protecting investors' rights are sometimes
overlapping, lacking in consistency and synchronization,especially problems
still existing between securities law and other legal documents in the field of
business and commerce such as enterprise law, investment law, Law on
handling administrative violations.Additionally, regulations on handling
violations of the law in the securities sector are still quite light, deterrent is not
high, incompatible with the consequences that violations cause to society, but
especially to investors, which leads tolaw violations in the securities
sectorincreasing both in number and level of violations.

In addition, the system of legal regulations on protecting investors' rights
on the stock market in general and the centralized stock market in particular is


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still lacking in compatibility with world practices and standards.In Vietnam,
the protection of investors' rights is mainly done indirectly through legal
regulations on maintaining and ensuring order of the market; through
detection and handling of violations in the market by state agencies, without
measures for investors to protect their own rights or measures towards
reimbursement and restoration of benefits to investors when infringed, like in
countries with developed stock markets. In Western countries like America,
England or France,or countries in the local arealike Singapore, Taiwan, China,
aside froma system of legal regulations enacted to maintain order and safety of
the market (indirect protection tool),mechanisms to directly protect the rights
of securities investors such as establishing an investor protection fund, an
investor protection organization, buying professional liability insurance or a
mechanism for investors to protect themselves when being infringed by
violations (civil lawsuit) are taken into account, specified and detailed in legal
documents. For example,in America, since 1970 there had already been the
Securities Investor Protection Act,being the basis for the establishment and
operation of Securities Investor Protection Corporation – SIPC, in Taiwan
there is the Securities Investors and Futures Traders Protection Act of
2002which is the basis for the establishment of Securities and Futures Investor
Protection Center – SFIPC, In Canada the Canadian Investor Protection Fund
CIPF was also founded in 1969, inChina, Supreme People’s Court (SPC)
issued many important circulars on civil lawsuits for securities in 2001,2002,
2003, etc. However, in Vietnam, there is currently no separate legal document
regulating investor protection, as well as independent institutions to protect

investors or special mechanisms for investors to protect their own rights.
Thus, it can be seen that the legal framework to protect rights of investors
in the stock market in general and the centralized stock market in particular in
Vietnam has been initially establishedbut does not really meet the requirements of
reality. Therefore, postgraduate students chose the topic "Protection of the rights
of investors in the centralized stock market under Vietnamese law nowadays" as
the research content for his doctoral thesis in law.
2. Research objectives and tasks
2.1. Objectives
The thesis aims to clarify theoretical and practical issues for the
protection of rights of investors in the centralized stock market and the law on


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protecting rights of investors in the centralized stock market in Vietnam on the
basis of researching and learning from the legal experience of countries
around the world, thereby proposing solutions to improve the legal provisions
on protecting the rights of investors on the centralized stock market in
Vietnam.
2.2. Tasks
The thesis focuses on the following basic tasks:
First, analyze and clarify theoretical issues on protecting the rights of investors in
the centralized stock market and the law on protecting the rights of investors on the
concentrated stock market.
Second, analyze and evaluate the current situation of the legal provisions and
practice of law enforcement on the protection of investors' rights on the
centralized stock market in Vietnam.
Third, propose views and solutions to complete and improve the effectiveness
of law enforcement on protecting the rights of investors on the centralized

stock market in Vietnam.
3. Research objects and scope
3.1. Objects
The object of the research is theories and theoretical issues related to
protecting the rights of investors in the stock market and the centralized stock
market, the legal provisions to protect the rights of investors in the centralized
stock market, the practical implementation of the legal provisions on the
protection of investors' rights on the stock market in Vietnam.
3.2. Scope
The thesis limits the scope of the study to the following aspects:
- Theoretically, the thesis studies the viewpoints on protecting rights of
investors in the stock market, measures to protect investors' rights on the stock
market in some countries around the world with developed stock markets such
as the US, Japan, Korea, China
- In practice, the thesis focuses on studying the current situation of the law to
protect rights of investors in the stock market in Vietnam through the
provisions of the enterprise law and the securities law,includingfocusing on
analyzing legal regulations aimed at protecting the rights of investors who
own shares listed on stock exchanges. The thesis has analyzed and commented
on a number of legal regulations of countries around the world, in which


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focusing on countries with developed laws on protecting the rights of
securities investors such as the US, Japan, China andIOSCO's
recommendations to draw necessary lessons for the process of developing and
perfecting the law in Vietnam.
- In terms of time, the thesis focuses on researching the law to protect
investors' rights on the centralized stock market from 2006 - the time when the

securities law was promulgated and the issue of investor protection on the
stock market began to be interested and recognized in the securities law.
4. Research methodology and research method
4.1. Research Methodology
The thesis is formed on the basis of the methodology of Marxism Leninism, Ho Chi Minh's ideology and the views of the Party and
Stateoncompleting the market economy institution in the context of
international integration. The methodological basis of the thesis is dialectical
materialism and historical materialism.
4.2. Research Methods
The thesis uses a combination of the following research methods:analytical,
logical, and synthetic methods, normative logic analysis method, comparative
jurisprudence method, systematic, multidisciplinary and interdisciplinary
approach to the humanities and social sciences such as history, economics and
jurisprudence
5. New contributions of the thesis
As a scientific research work on the law to protect rights of investors in
the centralized stock market, the thesis author wishes to contribute some new
issues to legal science, specifically as follows:
First, the thesis contains some academic research results and the author's
point of view on the issue of protecting rights of investors in the centralized
stock market. The thesis has built the concept of rights of investors in the
centralized stock market and protected the rights of investors in the centralized
stock market; determined the time of appearance and termination of rights of
investors in the centralized stock market, pointed out the measures used to
protect investors' rights
Second, the thesis has built a definition of the law to protect rights of
investors in the centralized stock market, and pointed out the basic
characteristics of the group of legal regulations to protect investors' rights in

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relation to the legal systems governing business activities in general. The
thesis has also analyzed the basic legal contents related to the protection of
investors' rights, which include groups of issues such as: rights of investors in
the stock market, measures used to protect investors' rights.
Third, the thesis has systematically analyzed and evaluated the current
status of the law on the protection of investors' rights in Vietnam. The
thesis has focused on analyzing the regulations on the most important rights of
investors in the centralized stock market and the measures to protect investors'
rights. The thesis has pointed out the advantages and disadvantages of the
legal regulations and the mechanism to enforce these regulations. In the
process of analysis and evaluation, the thesis has compared Vietnamese legal
regulations with foreign legal regulations and international practices to make
objective and scientific judgments.
Fourth, on the basis of studying and assessing the factors affecting the law
on the protection of the rights of investors in the centralized stock market and
analyzing the common rules and practices in the world, the thesis has clarified
the practical basis for making policies for the protection of investors' rights.
This is an important premise to build and perfect the legal regulations on the
protection of the rights of investors in general and investors in the centralized
stock market in Vietnam in particular.
Fifth, the thesis has proposed scientific solutions to improve the law and
improve the ability to enforce the law on the protection of the rights of
investors in the centralized stock market in Vietnam through clearly defining
the requirements for perfecting the law as well as proposing specific solutions
on the basis of solving the inadequacies discovered in the study of the current
status of the law.
6. Theoretical and practical significance of the thesis
Up to now, the thesis “Protection of the rights of investors in the

centralized stock market under Vietnamese law nowadays” has been one of
the few doctoral theses doing intensive research on both theoretical and
practical issues on the law on the protection of the rights of investors in the
centralized stock market. The thesis is a reference source for university
students in the learning process and is a document to support legal science
researchers and managers in research, policy making and legal document


6

promulgation in the field of finance and securities in general and the
protection of the rights of securities investors in particular.
7. Structure of the thesis
In addition to the introduction, conclusion, appendix and reference list, the
thesis consists of 4 chapters:
Chapter 1- Overview of the research situation
Chapter 2 - Theoretical issues on the protection of investor's rights and the
law on the protection of the rights of investors in the centralized stock market
Chapter 3 - Legal status and practice of law enforcement on the protection of
rights of investors in the centralized stock market
Chapter 4 - Directions and solutions for complete law on protection of rights
of investors in the centralized stock market in Vietnam
Chapter 1
OVERVIEW OF THE RESEARCH SITUATION
1.1. Overview of the research situation related to the topic
After learning about the research works related to the topic, the author
has divided the research works into 3 groups: i) Theoretical research works on
the protection of the rights of investors in the centralized stock market; ii)
Research works on the current status of the law on the protection of the rights
of investors in the centralized stock market in Vietnam. On such basis, the

author drew some conclusions as follows:
Research results that the thesis will inherit and continue to develop
First, from the perspective of law, domestic and foreign research works
have established some basic contents of the law on the protection of the rights
of investors in the centralized stock market, including: the law on the rights of
securities investors and the law on measures to protect investors.
Second, domestic and foreign research works have shown the challenges
that the protection of the rights of investors in general and investors in the
centralized stock market in particular must face in the coming time.
Third, from the perspective of law, domestic research works have partly
pointed out the shortcomings that need to be overcome in the current status of
the law on the protection of the rights of investors in the centralized stock
market as well as the proposal of solutions to overcome these shortcomings.
Fourth, many of the research works are ones from an economic
perspective, so the technical and professional issues in the protection of the


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rights of investors in the stock market are analyzed and evaluated quite
specifically and carefully. Besides the legal protection tool, economic tools
have also been mentioned.
Issues that need further research
First, in terms of theory, the thesis continues to clarify the characteristics
of the issue on the protection of the rights of investors in the centralized stock
market in Vietnam today, analyzes the factors that govern and affect the
protection of investors' rights and the law on the protection of the rights of
investors in the centralized stock market and analyzes the mechanism to
protect the rights of investors in the centralized stock market.
Second, in terms of the current status of the law on the protect the rights

of the investors in the centralized stock market in Vietnam, the thesis needs to
study in a direct, comprehensive and up-to-date way the law on the protection
of the rights of investors in the centralized stock market, focus on analyzing,
commenting and evaluating legal provisions on the protection of the rights of
investors in the centralized stock market based on the legal provisions of the
Law on Enterprises 2014, the Law on Enterprises 2020, the Law on Securities
2006, amended and supplemented in 2010, the Law on Securities 2019 and
other documents on the basis of comparison and relation with the provisions
of foreign laws, international principles and practices on the issue on the
protection of the rights of investors in the centralized stock market.
Third, regarding the current status of the enforcement of the law on the
protection of the rights of investors in the centralized stock market in Vietnam,
the thesis needs to conduct a synchronous analysis and assessment of the law
enforcement practice regulating activities of protection of the rights of
investors to provide a basis for proposing solutions to improve the law as well
as solutions to improve the efficiency of law enforcement.
Fourth, concerning the perfect solutions, the thesis needs to continue to
implement and give specific solutions to perfect the law on the protection of
the rights of investors in the centralized stock market in Vietnam in
accordance with the requirements of the Vietnamese government and common
practices in the world and point out solutions to improve the efficiency of the
enforcement of the law on the protection of the rights of investors in the
centralized stock market in Vietnam.


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1.2. Theoretical basis of the research
1.2.1. Contract theory
Contract theory is the theory used to study how individuals and

organizations construct and develop legal agreements. Contract theory studies
the ways in which the parties involved in a contract seek to agree and settle
contract terms in order to bind each other's rights and responsibilities under
conditions of information asymmetry between the parties. Contract theory
plays an important role in explaining how contracts govern the relationship
between investors and securities companies or between investors as
shareholders of the company and its managers. Because the nature of these
relationships involves conflicts of interest, contract theory helps researchers
understand how to design reasonable agreements to ensure benefits for both
parties and prevent infringement of rights (especially on the part of investors)
in the future.
1.2.2. Agency theory
Agency theory originated from economic theories, developed by Alchian and
Demsetz in 1972, and then further developed by Jensen Meckling in 1976.
According to this theory, shareholders are the owners or the heads of the
companies that hire others to carry out the day-to-day business of the
companies. Shareholders and heads often expect representatives to act and
make decisions in the rights of shareholders and heads. However,
representatives do not always make decisions for the benefit of shareholders.
Agency theory plays a very important role in considering the protection of
investors' rights in the relationship with listed companies.
1.2.3. Game theory
Game theory is an approach to understanding and analyzing the behavior
or decisions of individuals and groups of individuals in a conflicting situation.
This theory plays an important role in examining the relationship between
investors and managers of listed companies and in the relationship between
investors and securities companies. When there are unequal rights between
investors and these entities, it is necessary to aim for mutually beneficial
solutions, thereby helping to minimize possible infringements on the rights of
investors.

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1.2.4. Theory of crowd psychology
Famous social psychologists such as Gustave Le Bon, Gabriel Tarde,
Sigmund Freud and Steve Reicher have developed several theories to explain
how crowd psychology manifests and interacts with individual psychology. Its
internal cause is called the theory of crowd psychology. This theory explains
the thought process, the behavior behavior of members and the whole crowd
as a complete entity. This theory helps us to explain the common phenomena
in Vietnam's stock market: the status of investment following the movement
of domestic investors - lack of knowledge as well as no own expectations; the
status of massively buying or selling securities without regard to the business's
performance comes only from rumors, from solicitations, from sidewalk news;
buying or selling securities by foreign investors without market analysis, etc.
On such basis, we can come up with appropriate tools and measures to protect
investors in the market.
Chapter 2
THEORETICAL ISSUES ON THE PROTECTION OF INVESTOR'S
RIGHTS AND THE LAW ON THE PROTECTION OF THE RIGHTS
OF INVESTORS IN THE CENTRALIZED STOCK MARKET
2.1. Theoretical issues on the protection of the rights of investors in the
centralized stock market
2.1.1. Theoretical issues on investors in the centralized stock market
2.1.1.1. The concept of investors in the centralized stock market
Investors in the centralized stock market are understood as individuals
and organizations that carry out activities of buying, selling and holding
securities listed on the stock exchange for the purpose of making profits.
Investors in the centralized stock market have some basic characteristics as

follows: First, investors in the stock market focus on buying, selling and
holding a commodity, especially securities listed in the centralized stock
market; Second, investors participating in transactions in the centralized stock
market have unequal financial capacity and knowledge; Third, the rights of
investors are governed by more laws than investors in the decentralized
market.
2.1.1.2. Classification of investors in the centralized stock market
Currently, there are many ways to classify investors in the centralized
stock market. Based on different criteria, investors can be classified into


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groups with distinct characteristics. This classification has an important
meaning in considering and applying legal regulations as well as appropriate
protection measures for each group of investors: Based on the financial
capacity, investors can be divided into professional investors and amateur
investors; Based on nationality, there are domestic investors and foreign
investors; Based on the type of securities owned, investors can be divided into
stock investors, bond investors, fund certificate investors, and investors of
other securities; Based on the investment purpose, investors can be divided
into investors aiming at the price difference of securities, and investors aiming
to receive profits from securities.
2.1.2. Theoretical issues on the rights of investors in the centralized stock
market
2.1.2.1. The concept of rights of investors in the centralized stock market
The rights of investors in the centralized stock market are the rights to
enjoy benefits from buying, selling and holding securities in the centralized
stock market. However, the rights of investors in the centralized stock market
are not simply the rights to enjoy material benefits from buying, selling and

holding securities, but more importantly, investors will enjoy full due to their
ownership of securities. The rights of investors in the centralized stock market
have the following basic characteristics: the rights of investors in the
centralized stock market are the rights to enjoy material and immaterial
benefits from owning and investing in securities; the rights of investors in the
centralized stock market are easily violated by illegal acts in the market; the
rights of investors in the centralized stock market are fully and strictly
protected by the law compared to the decentralized stock market.
2.1.2.2. The rights of investors in the centralized stock market need to be
protected
When holding and owning securities in the stock market in general and the
centralized stock market in particular, investors will enjoy the following basic
rights:
The right to participate in and execute transactions on the market; right to
access information; the right to participate in management and administration,
the right to enjoy profits; the right to sue for securities listing enterprises;
investment property protection.


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2.1.3. Theoretical issues of protecting rights of investors in the centralized
stock market
2.1.3.1. The concept of protecting investors’ rights on the centralized stock
market
Protection of investors’ rights on the centralized stock market is
understood as a combination of measures applied by entities in the market to
help investors’ rights be implemented in reality and at the same time. prevent
and handle acts that infringe upon the rights of investors on the centralized
stock market. The protection of investors’ rights on the centralized stock

market has some basic characteristics as follows: First, the protection of
investors’ rights is aimed at ensuring that the rights of investors are
implemented in practice; Second, the protection of investors’ rights is aimed at
preventing acts of infringing upon the rights of investors; Third, the protection
of investors’ rights is aimed at dealing with acts that infringe upon the rights
of investors.
2.1.3.2. Mechanism to protect investors’ rights on the centralized stock market
The protection of investors’ rights on the centralized stock market is
carried out through two mechanisms: one is the self-protection mechanism of
investors, the other is the protection mechanism through the activities of the
owners. other on the market.
2.1.3.3. Measures to protect the rights of investors in the centralized stock
market
Measures to protect the rights of investors in the concentrated stock
market include 4 groups of measures: Administrative measures (including
management and supervision measures and inspection and administrative
measures); Criminal measures; Civil remedies; Economic measures
(including: Establishing an investor protection fund; Establishing specialized
departments or independent investor protection organizations; Developing
professional liability insurance.
2.1.3.4. The role of activities to protect rights of investors in the centralized
stock market
Protecting investors’ rights plays a particularly important role in the
development of the stock market in particular and the economy in general. The
fact has proven that there is a close relationship between the effective
protection of investors’ rights with the development of the financial market,


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between the development of the financial market and economic growth. The
importance of investor protection activities in the stock market is reflected in
the following aspects: First, protecting the rights of investors to help attract
investors to participate in the stock market. Second, protecting investors helps
listed businesses operate safely and effectively, increasing the reputation and
brand of the issuer.
2.2. Theoretical issues of the law to protect rights of investors in the
centralized stock market
2.2.1. The necessity of adjusting the law for the protection of rights of
investors in the centralized stock market
The legal adjustment to the issue of protecting rights of investors in the
centralized stock market is really necessary, stemming from the following
main reasons: First, the law is a tool to create legal corridor for the
implementation of investors’ rights; Second, the law is a tool to help prevent,
prevent and handle violations of the law that infringe upon the legitimate
rights of investors; Third, the law helps the stock market develop sustainably.
2.2.2. Legal concepts on protecting rights of investors in the centralized
stock market
The law on protection of investors’ rights on the centralized stock market is
understood as a collection of legal regulations governing social relations
arising during the implementation of measures to ensure investors’ rights.
Investors are entitled to full benefits and at the same time prevent and handle
acts that infringe upon the rights of investors on the centralized stock market.
The law on protection of rights of investors in the centralized stock market has
two basic characteristics: The first is the legal provisions on the protection of
investors’ rights in the concentrated market scattered in many documents.
legislation in both public and private law. Second, most of the regulations
protecting rights of investors in the stock market are regulations that confer
obligations.
2.2.3. Content of the law to protect the rights of investors on the centralized

stock market
Stemming from the above legal approach to protecting rights of investors
in the centralized stock market, the basic content of the law to protect rights of
investors in the centralized stock market includes 2 basic content:


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First, the legal regulations recognize the legitimate rights of investors,
which include the following basic contents: i) Legal provisions on the right to
participate in and perform transactions on the market; ii) Legal provisions on
the right to access and be provided with information; iii) Regulations on the
right to participate in governance, receive profits, and initiate lawsuits for
listed companies;
Second, the legal provisions on measures to protect investors include: i)
Regulations on administrative measures; ii) Provisions on criminal measures;
iii) Regulations on civil remedies; iv) Regulations on economic measures.
Chapter 3
LEGAL STATUS AND PRACTICE OF LAW ENFORCEMENT ON
THE PROTECTION OF RIGHTS OF INVESTORS IN THE
CENTRALIZED STOCK MARKET
3.1. Current status of legal regulations on protection of investors’ rights
on the centralized stock market in Vietnam
3.1.1. Legal provisions on the rights of investors in the centralized stock
market
3.1.1.1. The right to participate in and execute trades on the market
The legal provisions on the right to participate and trade in the market
include 3 basic contents: i) regulations on service use contracts; ii)
regulations on the process of receiving orders from customers; iii) regulations
on preventing conflicts of interest between investors and securities companies

and securities brokerage staff. Basically, the current Vietnamese securities
law provisions on the right to participate and trade in the market are set out
quite fully, compatible with the provisions of international law and partly
prevent acts infringing upon investors during this period. However, there are
still a number of specific regulations aimed at preventing conflicts of interest
between securities companies and investors, which have a significant impact
on the effectiveness of activities to protect investors’ investors in general and
investors in the concentrated stock market in particular.
3.1.1.2. Regulations on the right to access and be provided with information
The legal provisions on the right to access and be provided with
information focus on a number of important contents such as: the subject of
information disclosure, the content of information disclosure, and the
provision of information at the request of the investor. Basically, the current


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regulations of Vietnam’s law on information disclosure are relatively strict
and complete, but there are still some limitations related to the quality of
published information, the disclosure of information of major shareholders,
the right to review and look up information in the list of shareholders. The
percentage of shares investors need to own to have access to important
information of the business.
3.1.1.3. Regulations on the right to participate in management and
administration, the right to enjoy profits; right to sue the securities issuer
As the owner of a listed company, investors will have a number of basic
and important rights, including the right to participate in the management and
administration of the company, the right to receive dividends from securities
holding, the right to sue to protect their legitimate rights. The current legal
provisions on this group of rights still have some limitations related to the

time for paying dividends to investors, the percentage of share ownership
required to exercise the investor’s right to sue.
3.1.1.4. Regulations on the right to protect investment assets
Regulations on the right to protect investment assets include two basic
contents: i) The investor’s right to a securities company in the protection of
investment assets; ii) the investor’s right to the listed company in the
protection of investment assets.
3.1.2. Legal regulations on measures to protect investors
3.1.2.1. Legal regulations on administrative measures to protect investors
Administrative measures to protect the rights of investors in the centralized
stock market are carried out through the management and supervision of the
securities market, inspection and handling of violations in the securities
market. The legal provisions on administrative measures to protect investors’
rights are basically complete and comprehensive, however, there are still some
limitations on legal regulations related to the market supervision model, the
authority of the State Securities Commission in the inspection and
examination of securities, the assurance of the implementation of
administrative sanctions in the securities sector.
3.1.2.2. Legal regulations on economic measures to protect investors’ rights
Economic measures to protect investors’ rights are carried out through the
establishment of investor protection funds and the purchase of professional
liability insurance in the securities sector. Both of these measures were


15

recorded in the Securities Law 2006, amended and supplemented in 2010, but
due to limitations in the enforcement mechanism, the Securities Law 2019 was
abolished. This is a step backwards for Vietnam’s securities law when it has
removed effective investor protection tools used in many developed stock

markets.
3.1.2.2. Legal provisions on civil measures to protect investors’ rights
Currently, legislators do not develop separate provisions on measures to
protect investors through civil instruments in the provisions of the securities
law. They apply according to the general provisions of the Civil Code and
guiding documents to ensure consistency and avoid overlap in legal
provisions. However, this raises some problems as follows: First, there are
not enough grounds to apply civil measures to protect the rights of investors
who suffer damage due to acts of manipulating securities prices, insider
trading; Second, there is a lack of specific legal bases to calculate the level of
compensation for investors in case the investor suffers losses due to breaches
of information disclosure; Third, there are not enough legal provisions for
investors to initiate a class action lawsuit; Fourth, there is a lack of
organizations to support investors in suing for damages.
3.2. Law enforcement practice on protection of investors’ rights on the
centralized stock market in Vietnam
3.2.1. Overview of the current situation of protecting investors’ rights on
Vietnam’s centralized stock market
Over the years, the enforcement of regulations on investor protection on
the centralized stock market in Vietnam has achieved remarkable results. The
number of investors entering the market is increasing rapidly, and investor
protection activities are increasingly concerned. Assessments of international
organizations on investor protection activities in general and investors on the
concentrated stock market in particular in Vietnam have all improved
compared to the previous period. It is in the middle group of the ASEAN
region. However, basically, the protection of investors’ rights in Vietnam,
although there have been many changes, is still not enough. Because while
countries around the world have had strong reforms in policies to protect
investors’ rights, Vietnam has not had any significant changes.

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3.2.2. Limitations, existing in the process of implementing the law on
protection of investors’ rights on the centralized stock market in Vietnam
3.2.2.1. Restrictions on the enforcement of regulations on investors’ rights in
participating in and performing transactions on the market
The current legal regulations on protecting the rights of investors in
participating in and performing transactions on the market are quite strict and
close to the actual requirements. However, in the process of law enforcement
revealed some limitations as follows:
First, there are still many legal violations related to securities practitioners
who are not qualified to provide services to investors.
Second, there are still violations related to securities companies providing
services to investors without signing service use contracts.
Third, conflicts of interest between investors and securities companies
Fourth, the securities company’s online transaction error
Fifth, order congestion on the system of Stock Exchanges
3.2.2.2. Exercising the right to access information
Disclosure of information is a mandatory and important obligation for
entities in the stock market in general and the centralized stock market in
particular. Because through this activity, it helps investors in the market make
effective and safe investment decisions. However, in fact, the information
disclosure activities of entities on the Vietnamese stock market over the past
years, although there have been many improvements, still have some
limitations that need to be overcome.
First, limitations on the disclosure of information related to
remuneration, salary and bonus of members of the Board of Directors and
managers in the company.
Second, limitations on fully complying with the deadlines for disclosing

financial statements.
Third, limitations on the provision of information about the company’s
shareholder structure; on direct share ownership of major shareholders and
background information of each member of the Board of Directors.
Fourth, limitations related to the provision of information by auditing
organizations
3.2.2.3. The enforcement of legal provisions on the right to participate in
governance, receive profits, and sue for securities listed companies


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Regarding the regulations on the rights of investors for listed companies,
although they have been relatively fully recognized in the system of legal
documents, in fact these rights are still frequently violated. Some limitations
in the enforcement of the law on the right to participate in governance, receive
profits, and sue for listed companies can be mentioned as follows:
First, restrictions on exercising rights of investors at the General Meeting of
Shareholders.
Second, restrictions on the right to receive dividends
Third, restrictions related to fair treatment among investors
Fourth, restrictions on investors’ right to sue
3.2.2.4. Restrictions on the enforcement of regulations on investor’s right to
protect assets
The enforcement of legal provisions to protect investors’ investment
assets on the centralized stock market is now relatively serious and complete
by market participants. However, in the past time, there are still a number of
sporadic violations related to the enforcement of regulations on protecting
investors’ assets including: i) Violation of regulations on segregated
management assets of investors at securities companies; ii) Violations related

to the misuse of investor's assets
3.2.3. Limited enforcement of regulations on investor protection measures in
the centralized stock market
3.2.3.1. Limitations in the enforcement of regulations on administrative
measures
There are some basic limitations in the implementation of legal provisions
on protecting investors’ rights through administrative measures: i) many legal
violations related to the implementation of regulations on management of
securities offering; ii) The implementation of regulations on inspection,
supervision and handling of violations in the securities sector still faces many
difficulties due to the limited power of the State Securities Commission in
inspection, supervision and handling activities. The handling of violations and
the form of handling of violations of the securities law are not sufficiently
deterrent.
3.2.3.2. The implementation of regulations on economic measures


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There are two economic measures to protect investors' rights, which are
included in the provisions of the Securities Law 2006, amended and
supplemented in 2010, namely the investor protection fund and professional
liability insurance for businesses. securities business. These two measures
have great significance in protecting investors, but in reality, the enforcement
of the legal provisions on these two measures in Vietnam is very limited.
3.2.3.3. The enforcement of provisions on civil remedies
When subjects in the stock market commit violations that cause damage,
investors have the right to request the violators to pay compensation for
damage or to sue in court. These are particularly important civil measures to
help protect the rights of investors, but in reality the enforcement of these

regulations is not easy, especially in the case of investor lawsuits. Investors
face many difficulties when conducting civil lawsuits to protect their rights.
These difficulties are often related to the difficulty of accessing information,
documents and documents proving the lawsuit claim and the cost of lawsuit.
Chapter 4
DIRECTIONS AND SOLUTIONS FOR COMPLETE LAW ON
PROTECTION OF RIGHTS OF INVESTORS IN THE CENTRALIZED
STOCK MARKET IN VIETNAM
4.1. The necessity of perfecting the law on protecting investors' rights on
the centralized stock market in Vietnam
In the past time, the current status of the law on protection of investors'
rights in Vietnam's centralized stock market still reveals some limitations:
First, the legal framework on protecting investors' rights investment in the
concentrated stock market, although there have been many improvements
when receiving the principles and practices of the world, still reveal many
shortcomings; Second, the compliance with the legal provisions on the
protection of rights of investors in the stock market is not very good.
investment. Facing the above situation, the construction of a synchronous
solution system to improve the law on protection of investors' rights on the
centralized stock market in Vietnam in particular and to improve the
protection of investors' rights. Investing in the market is generally a mandatory
requirement.


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4.2. The direction of perfecting the law to protect investors' rights on the
centralized stock market in Vietnam
First, perfecting the law on protecting investors' rights on the centralized
stock market must be consistent with the state's viewpoint on building and

developing the stock market.
Second, perfecting the law on protection of rights of investors in the
centralized stock market must be suitable with socio-economic conditions.
Third, perfecting the law on protection of rights of investors in the
centralized stock market must be consistent with the trend of international
economic integration in the securities sector.
Fourth, perfecting the law on protecting investors' rights on the
centralized stock market must ensure the constitutionality, legitimacy and
consistency in the legal system.
Fifth, perfecting the law on protecting rights of investors in the stock
market, focusing on ensuring fairness, equality, publicity, transparency, and
best protecting the rights of securities investors.
4.3. Some solutions to improve the law on protecting investors' rights on
the centralized stock market in Vietnam
4.3.1. Solutions to complete regulations on rights of investors in the
centralized stock market
4.3.1.1. Completing regulations on the right to participate in and conduct
transactions on the centralized stock market
First, supplementing regulations to prevent conflicts of interest between
securities companies, securities practitioners and investors.
Second, to add specific provisions on compensation for damage in case of
online transaction errors of securities companies.
Third, increase sanctions for repeated violations of securities companies
when providing services to customers.
Fourth, supplementing sanctions for the Stock Exchange and regulations
on compensation for investors' losses when the order blockade occurs
frequently.
4.3.1.2. Completing regulations on the right to access information and be
provided with information
First, perfecting regulations on language used in information disclosures

Second, apply international standards in financial reporting


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The third is to supplement the content of information disclosure of major
shareholders
Fourth, to complete the regulation on the right to review and look up
information in the list of shareholders
Fifth is to adjust the percentage of shares that investors need to own in
order to have access to important information of the business to be in line with
international practices.
4.3.1.3. Completing regulations on the right to participate in governance,
receive profits and sue listed companies
First, regarding the right to sue to request the cancellation of the
Resolution of the General Meeting of Shareholders and the suspension of the
Resolution of the Board of Directors
Second, about the investor's lawsuit against a member of the Board of
Directors, the Director (General Director)
The third is about the time to pay dividends to investors
4.3.2. Solutions to perfect the law on measures to protect investors' rights on
the centralized stock market
4.3.2.1. Legal solutions on administrative measures
- Completing legal regulations on securities market management activities: i)
first, it is necessary to add a specific time limit for the public offering of
securities to be listed on the Stock Exchange or registered for trading on the
securities trading system after the end of the offering; ii) second, adding
regulations to tighten private bond offering.
- Completing regulations on securities market supervision: i) First, it is
necessary to supplement regulations in order to legislate the supervision

activities of the Securities Business Association; ii) Second, it is necessary to
specify regulations on the obligation to supervise transactions of the securities
market.
- Improve regulations on inspection and handling of securities violations: i)
First, adding more authority to the State Securities Commission regarding the
summoning, interrogation and questioning of individuals. , organizations
suspected of having violations in the market; request individuals and
organizations to present relevant documents, search and seize assets... as in
accordance with world practice; ii) Second, additional sanctions apply to
entities that fail to provide information or cooperate with the State Securities


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Commission in investigating and handling and violating the law in the stock
market.
4.2.2.2. Solutions to perfect the law on civil measures
First, it is necessary to supplement specific legal provisions as a basis for
investors to apply civil measures to protect their rights when they are violated
by acts of manipulating securities prices, trading and trading. insider
translation.
Second, it is necessary to supplement regulations as a basis to determine
the level of compensation for investors in case the investor suffers damage due
to breaches of information disclosure.
Third, it is necessary to supplement regulations on class action lawsuits
for disputes on the stock market
4.3.2.3. The solution to perfect the law on economic measures
In the future, it is necessary to develop an appropriate roadmap for the
establishment of an investor protection fund and the application of
professional liability insurance in the securities sector in Vietnam, avoiding

the situation where the law only exists. on paper but cannot be implemented in
practice as in the provisions of the Securities Law 2006, amended and
supplemented in 2010.
4.4. Some solutions to improve the efficiency of law enforcement on protecting
investors' rights on the centralized stock market in Vietnam
4.4.1. Group of solutions for state management agencies
First, to improve the capacity of the State Securities Commission to
supervise, inspect and handle violations of the activities of entities in the
market.
Second, to establish specialized departments or independent investor
protection organizations
Third, strengthen training in knowledge and market practices and rules
4.4.2. Group of solutions for securities companies


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First, tightening the internal control process in the securities company in
order to prevent, detect and handle acts that infringe upon the rights of
investors.
Second, improve the qualifications, capacity and ethics of securities
officers in the process of providing services to investors.
Third, improve the foundation of information technology infrastructure
4.4.3. Solution group for listed companies
First, strengthen the implementation of corporate governance activities of
listed companies
Second, publicity and transparency of activities of listed companies
4.4.4. Solution group for self-governing organizations and related
intermediaries
First, to coordinate effectively with state management agencies in market

supervision and investor protection.
Second, establish self-regulatory investor protection organizations
4.4.5. Group of solutions for investors
First, equip yourself with the necessary knowledge, investment experience
and legal knowledge.
Second, investors need to create links in the community to protect their
rights
Third, it is necessary to increase the proportion of investment in securities
investment funds - a safe and stable investment method.
CONCLUSION
From the research results of the thesis, the following conclusions can be drawn:
1. The law on protection of investors' rights on the centralized stock market is
understood as a collection of legal regulations governing social relations
arising during the implementation of measures to ensure the safety of
investors. investors enjoy full benefits and prevent and handle acts that
infringe on investors' rights on the centralized stock market. Researching the
law on protection of investors' rights on the concentrated stock market in
Vietnam is now a necessary issue for the development and integration process
of Vietnam because protecting the rights of investors in the market is a must.
The concentrated stock market plays a particularly important role in the
development of the stock market and the whole economy, well protecting