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MINISTRY OF EDUCATION MINISTRY OF JUSTICE AND TRAINING HANOI LAW UNIVERSITY DO THI KIEU PHUONG LAW ON CORPORATE BOND MARKET IN VIETNAM SUMMARY OF THE THESIS FOR PHD IN LAW Hanoi - 2021 MINISTRY OF EDUCATION MINISTRY OF JUSTICE AND TRAINING HANOI LAW UNIVERSITY DO THI KIEU PHUONG LAW ON CORPORATE BOND MARKET IN VIETNAM SUMMARY OF THE THESIS FOR PHD IN LAW Branche: The Economical Law Code: 9380107 Supervisors: Dr VU VAN CUONG Dr NGUYEN KIEU GIANG Hanoi - 2021 PREAMBLE The necessity of the topic The bond market in Vietnam has undergone more than 20 years of development 1, despite certain achievements, a paradox still exists, which is the uneven development between government bonds and corporate bonds Moreover, when the economy is more open, businesses tend to be "thirsty" for capital from corporate bonds to finance longterm projects and gradually avoid relying too much on loans from the commercial banking system Therefore, in Vietnam, it is now time for the corporate bond market to be prioritized for development in the financial system restructuring project Building an appropriate legal corridor to receive the opportunity to develop a corporate bond market, helping the corporate bond market to commensurately develop with its position in the current Vietnamese stock market is an objective requirement From the objective requirements posed in Vietnam along with the following reasons, the author chose the topic: “Law on the corporate bond market in Vietnam” as the topic of the doctoral thesis: Firstly, stemming from the important role of the corporate bond market The corporate bond market is a fundamental part of the medium and long-term capital market Therefore, the corporate bond market plays an important role not only for the national economy in general but also for each entity, especially enterprises For the national economy, the corporate bond market is one of the important sources of capital for medium and long-term development investment The capital from corporate bond is larger and more stable than the one from credit channel; low risk, lower cost of capital than equity market Therefore, the corporate bond market allows to mobilize a large savings capital, contributing to regulating the amount of capital in the economy and sharing the pressure with the banking system For businesses, thanks to this mobilization channel, businesses can issue bonds to serve the medium and long-term production and business plans, helping businesses reduce their dependence on bank loans, especially, bank loans are often limited to a certain percentage between the long-term loan and the short-term loan For investors, corporate bonds are an important investment tool that is 1https://nhandan.vn/chungkhoan-thitruong/chung-khoan-viet-nam-hanh-trinh-20-nam 608695/, accessed at 9:19 on September 29,2021 both profitable and highly secure The importance of corporate bond market is analyzed in detail in chapter of this thesis Given its importance, the corporate bond market deserves to be developed Studying the formation, implementation and development of the legal system on corporate bond market, thereby finding solutions to build a complete legal system on corporate bond market is one of the effective solutions to promote the development of this market Second, stemming from the current development situation of the corporate bond market in our country In recent years, the corporate bond market has made positive developments, gradually moving towards a more even compared to the bank credit market, helping to reduce the pressure of capital mobilization from the credit channel According to data published by the Hanoi Stock Exchange, by the end of November 2020, there were 2.311 registrations for the issuance of individual corporate bonds, including 1.970 successful issuances with a total successful issuance value of 348.4 trillion VND, accounting for 68,5% of the total registered value It is estimated that the market size in 2020 will reach about 13% of GDP On the trading market, by the end of 2020, the market has 477 listed bond codes, of which only 23 are corporate bonds, the rest are government bond codes (The development situation of corporate bond markets in Vietnam is demonstrated more specifically through illustrative data presented in chapter of this thesis) Although there have been certain developments in recent years, the corporate bond market is still revealing some shortcomings such as: (i) Small market size, investors are not familiar with investing in corporate bonds, and issuing bonds has not yet become the main capital mobilization channel of enterprises; (ii) The trading market has not yet developed, the liquidity of corporate bonds after issuance is low, the publicity and transparency are still limited, reducing the attractiveness of the market; (iii) The market infrastructure is still incomplete and there are still some important factors missing such as the weak development of credit rating agencies, no bond valuation organization; (iv) Newly formed corporate bond databases are not yet deep and wide enough to provide necessary information for investors to assess risks and opportunities; (v) The investor base is still 2https://tapchitaichinh.vn/kinh-te-vi-mo/thang-11-gia-tri-phat-hanh-trai-phieu-doanh-nghiep-tang-330663.html, accessed at 9:52 on September 29, 2020 thin, there is a lack of long-term investors with strong financial potential; etc One of the reasons for the weak development of the corporate credit market comes from the incomplete legal environment Therefore, it is an important task to study the legal system on corporate bond market to find out the inadequacies, thereby helping the Government to improve the legal regulation on this market Third, stemming from the limitations of the legal system on the corporate bond market in Vietnam currently Despite playing an important role in promoting the development of the stock market in general and corporate bonds in particular, the legal system governing relationships arising in this field also reveals some shortcomings Legal documents related to the issuance and trading of bonds appeared in the early 1990s such as the provisions on bond issuance of joint-stock companies in the Company Law 1990 After that, a series of legal documents were born such as: Decree No 120/1994/CP of the Government dated September 17, 1994, promulgated together with the provisional regulations on the issuance of bonds and shares of state-owned enterprises; Decree No 48/1998/ND-CP dated July 11, 1998 on securities and securities market (This Decree was developed to prepare for the birth of the stock market and create timely conditions for our country's stock market came into operation) After that, the Enterprise Law 1999 was promulgated by the National Assembly on June 12, 1999, replacing the Company Law 1990, along with a series of legal documents that replaced the previous ones, such as Decree No 144/2003/ND-CP dated November 28, 2003 replacing Decree No 48/1998/ND-CP; Decree No 52/2006/ND-CP dated May 19, 2006 replacing Decree No 120/1994/CP Especially, the Law on Securities passed by the National Assembly on June 29, 2006 marked a step to consolidate the legal system, helping the stock market in general and the corporate bond market in particular develop more stably, openly and transparently In general, the legal framework on the corporate bond market has been consolidated to a certain extent from the law to the guiding circular Currently, the corporate bond market is regulated by legal documents such as the Enterprise Law 2020; Securities Law 2019; Decree No 88/2014/ND-CP on credit rating services; Decree No 153/2020/ND-CP dated December 31, 2020 stipulating the private offering and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market; Decree No 155/2020/ND-CP dated December 31, 2020 detailing the implementation of a number of articles of the Law on Securities; etc However, the legal framework for the corporate bond market is still at an early stage Therefore, the study of improving the legal system governing social relations arising from the operation of the corporate bond market in Vietnam is an urgent and topical need Fourth, stemming from the current situation of research on the legal system of the corporate bond market in Vietnam In our country, the requirement to build and perfect the legal system on corporate bond market is urgent, but up to now, there has been no systematic and in-depth study on the legal framework for corporate bond market The studies are mainly on the stock market and the bond market in general, and if there are studies on the corporate bond market, it also mainly studies the corporate bond market from an economic perspective Meanwhile, the mention of the legal framework on corporate bond market is mainly reflected in an integrated and indirect way in relevant scientific works (this statement is proved in the introductory chapter of the thesis) In general, the above articles and studies have mentioned many aspects and at different levels of the legal framework on corporate bond market However, a theoretical research work at the doctoral level in law on the legal system of Vietnam's corporate bond market, which is a basis for making recommendations to build a legal system on corporate bond market is still lacking Research object and scope of the thesis *Research object The thesis mainly studies the provisions of Vietnamese law on corporate bond market In addition, the thesis also studies the legal regulations of some countries worldwide in order to compare and draw lessons learned for the development and improvement of the law on corporate bond market in Vietnam In addition, the thesis also studies viewpoints and theories on corporate bond, corporate bond market and the law on corporate bond market *Research scope In term of content, with the selected topic, the author mainly focuses on clarifying the legal issues of the corporate bond market as well as the current situation of Vietnam's legal regulations on the corporate bond market, including the law on the corporate bond issuance market and the law on the corporate bond trading market In both of these markets, the PhD student considers four groups of issues, including: goods of the market; market’s participants; form of issuance/transaction of corporate bonds; order and procedures for issuing/transacting corporate bonds In terms of space, the thesis mainly focuses on studying the provisions of Vietnamese law In addition, the thesis also analyzes, compares, and comments on the laws of some countries around the world on the same issue to draw necessary lessons for the improvement of Vietnam's law on corporate bond market In terms of time, the thesis focuses on studying the current legal regulations to accurately assess the current state of Vietnamese law on the corporate bond market However, to ensure the feasibility of solutions, the thesis also studies the process of implementation and development of legal regulations on the corporate bond market since the Securities Law 2006 was born Research purposes and tasks of the thesis * Research purpose of the thesis Compared to the securities market in general, the stock market in particular, the corporate bond market in Vietnam does not seem to have a commensurate development One of the reasons for this fact stems from the current legal state Therefore, the research purpose of this thesis is to analyze, evaluate and clarify the theoretical issues of legal regulation as well as assess the legal state of the corporate bond market From which, the thesis finds solutions to improve Vietnam's legal regulations on corporate bond market, towards promoting the development of Vietnam's corporate bond market to become a medium and long-term source of capital for the economy *Research tasks of the thesis To achieve the above goal, the thesis proposes and sequentially performs the following tasks: Firstly, study the concept, characteristics, role of corporate bond market and the difference between corporate bond market and stock market From this difference, the thesis points out the specific legal parts of the corporate bond market that the law on the stock market does not have Second, study the classification of the corporate bond market, thereby indicating the legal structure of the corporate bond market The thesis also analyzes a number of factors that drive the legal content of corporate bond market Third, study the current situation of Vietnamese law on corporate bond market In this research on situation part, the thesis analyzes and compares with the laws of some countries in the world on the same issue Besides, the thesis also studies the current situation of law enforcement on corporate bond market in Vietnam On the basis of this research, the thesis points out the completed points, the inadequacies that need to be overcome of the Vietnamese law on corporate bond market as well as the difficulties and problems that need to be solved in the process of law enforcement Fourth, provide orientation and some specific solutions for perfecting the law on corporate bond market as well as improving the efficiency of law enforcement on corporate bond market in Vietnam Research methodology of the thesis To carry out the thesis, the PhD student relies on the dialectical materialism method of Marxism - Leninism On that basis, the author uses specific research methods of social science, including: - Analytical method: this method is used by the author when evaluating and commenting on legal regulations, current situation and effectiveness of applying the law on corporate bond market as a basis for scientific conclusions This method was used throughout the course of conducting the research - Comparative method: used by the author when analyzing and evaluating the current Vietnamese law provisions on corporate bond market in relation to the legal regulations in other fields, the laws of some countries, from which to have references to improve the law of Vietnam in the field of corporate bond market - Synthetic method: used by the author when evaluating to draw general conclusions, views, specific proposals and recommendations related to the research area of the thesis In addition to the common research methods mentioned above, the thesis also applies survey, questionnaire and statistical methods based on data and annual final reports of the Government, the Ministry of Planning and Investment, Ministry of Finance, General Statistics Office, State Securities Commission of Vietnam and localities as well as information on the Internet to solve the content required by the thesis topic Contributions of the thesis In Vietnam, up to now, the thesis is a comprehensive research monograph on corporate bond market law Compared with the published works of other authors, the thesis achieves the following new points: - The thesis clarifies the concept, characteristics and role of the corporate bond market On that basis, the thesis points out the difference between the corporate bond market and the stock market - The thesis analyzes the structure of the law on the corporate bond market In addition, the thesis also points out the specific legal parts of the corporate bond market that the law on the stock market does not have - The thesis analyzes and points out the shortcomings and inadequacies of the current Vietnamese law on corporate bond market as well as difficulties and obstacles in law enforcement on corporate bond market - The thesis approaches and studies the law on corporate bond market of some countries in the world with developed stock markets (USA), or with similar development conditions to Vietnam (Korea, China, Japan, etc.) from the perspective of comparison with Vietnamese law On that basis, draw legislative experiences to improve the law on Vietnamese corporate bond market in the future - The thesis has built a great orientation as well as some solutions to perfect the law on corporate bond market and improve the efficiency of law enforcement on corporate bond market in Vietnam Structure of the thesis In addition to the introduction, conclusion, list of references, the thesis includes an overview of the research related to the thesis topic and three chapters as follows: Chapter 1: Theoretical issues on the corporate bond market, the law on the corporate bond market Chapter 2: Current situation of law on corporate bond market in Vietnam Chapter 3: Orientations and solutions to improve the law on corporate bond market in Vietnam Introduction OVERVIEW OF RESEARCH RELATED TO THE THESIS TOPIC An overview of the research related to the thesis topic 1.1 The issues have been solved in the published works that the thesis inherits and develops Firstly, on theoretical issues related to corporate bonds and the corporate bond market Theoretical issues related to corporate bond and corporate bond market such as the concept of corporate bond, the concept of corporate bond market have been presented and analyzed quite specifically and fully by many authors In particular, the concept of corporate bond is not only mentioned by the authors in many research works, but this concept has also been standardized in legal documents The concept of corporate bond market has also been mentioned by some authors, but not much The authors also thoroughly analyze the role of the corporate bond market from many angles such as: with businesses, investors, and the economy in general About the classification of corporate bond market as well as the subjects participating in the corporate bond market are also given quite detailed Therefore, the theoretical issues related to corporate bond and corporate bond market such as the concept of corporate bond, the concept of corporate bond market, the role of the corporate bond market, the classification of the corporate bond market, the subjects participating in the corporate bond market, the thesis is mainly inherited For the content related to the characteristics of the corporate bond market, the role of the corporate bond market, the thesis will need to study more deeply and multidimensionally than the works pointed out above Second, theoretical issues related to the law on corporate bond market Theoretical issues related to the law on corporate bond market such as: the concept of law on corporate bond market, the legal structure of the corporate bond market, the factors that govern the content of the legal system on corporate bond market, are also mentioned quite a lot by many authors in their research In particular, the published researches have also given quite specific and detailed information about the legal structure of the stock market, including the law on securities issuance, the law on the 10 2.2 Research questions The PhD student intends to focus on the following research questions: Firstly, in terms of theory - How is the corporate bond market different from the stock market? What parts does the law on corporate bond market include and what are the specific parts compared to the law on the stock market? - What factors influence the regulations of the law on corporate bond market? Second, in terms of legal practice - What is the current state of Vietnamese law on corporate bond market? How are these regulations implemented in practice? - What are the achievements and inadequacies of the current Vietnamese legal regulations on corporate bond market? What results have been achieved in the implementation of current Vietnamese laws and regulations? Third, about proposals, recommendations - From the analysis of the above inadequacies, in what direction should the improvement of the Vietnamese law on corporate bond market be carried out and what specific solutions to complete it? - To make the implementation of the law on corporate bond market in Vietnam more effective, what specific solutions must be implemented? 2.3 Research hypotheses Corresponding to the above research questions, the PhD student develops a number of corresponding research hypotheses as follows: Firstly, the corporate bond market is a constituent part of the stock market - a market that is no longer strange to the world, so the research on the concept, nature and role of the corporate bond market has been relatively complete However, the jurisprudence of Vietnam has not yet clarified the difference between the corporate bond market and the stock market, thus not highlighting the peculiarities of the law governing the corporate bond market compared with the law governing the stock market Second, theoretical studies on the factors that govern the regulations of the law on corporate bond market are still vague and have not been clarified Third, there has not been any work that fully and systematically analyzes and evaluates the current practice of the law on corporate bond market and points out the shortcomings of the law on corporate bond market Fourth, Vietnam's current legal regulations on corporate bond market revealed many contradictions and inadequacies, leading to a much weaker development of the corporate bond market than the actual stock market Fifth, there is currently a lack of works that provide orientations and solutions to supplement and overcome the limitations and inadequacies of the law on corporate bond market as well as to improve the enforcement of legal regulations on corporate bond market in Vietnam Chapter THEORETICAL ISSUES ON THE CORPORATE BOND MARKET, THE LAW ON THE CORPORATE BOND MARKET 1.1 Some theoretical issues about the corporate bond market 1.1.1 Acknowledgement of corporate bond market 1.1.1.1 Concept of corporate bond market Consistent with the concept of corporate bond market from the point of view of scientists, the author draws the concept of corporate bond market as follows: Corporate bond market is the market for issuance and trading of corporate bonds in accordance with the provisions of law The corporate bond market plays an important role, not only for the actors in the market but also for the economy in general Firstly, the corporate bond market provides a place for people in need of capital and people with idle capital to exchange capital Second, the corporate bond market is the place to create liquidity for corporate bonds Third, the corporate bond market is a place to help assess the value of enterprises and the development of the economy Fourth, the corporate bond market is a tool for the Government to implement macroeconomic policies 1.1.1.2 Differences between corporate bond market and stock market They are the same basic and key securities of the stock market, so the regulations of the law to the corporate bond market and the stock market are generally the same However, being two different types of securities, there are certain differences between corporate bond market and stock market Finding the differences between the corporate bond market and the stock market plays an important role because it will determine the differences in the content of the law governing these markets Firstly, about the goods of the market Commodities issued and traded on the stock market are stocks - which are equity securities, while goods issued and traded on the corporate bond market are bonds - which are debt securities Stocks are equity securities because it is a tool to help the issuer raise charter capital, and at the same time give its owner the status of a shareholder - a person contributing capital to a JSC A bond is a debt security because it is a tool that helps the issuer raise capital for a loan, and at the same time makes its holder a creditor to the company Therefore, when developing legal regulations on the stock market and the corporate bond market, the Government should pay attention to the difference in goods of these two markets to make appropriate regulations Second, about the participants of the market The biggest difference between the corporate bond market and the stock market in terms of participant is the difference between buyers and sellers This difference is most evident in the issuance market In the stock market, the buyers of shares are investors and after buying shares they become the owners of the company, and the sellers (JSCs) become their possession In corporate bond market, bond buyers are investors and after buying bonds they become creditors of the company, and sellers (JSCs, LLCs) become their debtors Therefore, the relationship between the seller and the buyer in the stock market is an ownership relationship, and on the corporate bond market, it is a credit relationship Third, about the legal form of the relationship between the bond issuer and the bond buyer The legal form of the relationship between the issuer of the bond and the investors who buy the bond is the contractual relationship to borrow the property (the contract) 1.1.2 Classification of the corporate bond market The study of the classification of the corporate bond markets plays a very important role in studying the structure of the legal system on the corporate bond market In addition, the study and classification of corporate bond markets also helps each country to come up with legal policies to best manage and develop the market because each type of market has different characteristics, so it is necessary to have different management policies Classification of corporate bond markets is determined based on many different criteria depending on different points of view On the basis of agreeing and selectively absorbing the views of scientists, in this thesis, the PhD student will present the classification of corporate bond markets from the perspective of the turnover of capital sources From this perspective, the corporate bond market is divided into the corporate bond issuance market and the corporate bond trading market 1.2 Some theoretical issues about the law on corporate bond market 1.2.1 The concept and structure of the law on the corporate bond market The law on the corporate bond market is a collection of regulations promulgated by the Government, expressed in defined forms in order to regulate social relations arising in the process of formation and existence and operations of the corporate bond market, including the issuance and trading markets With the above concept of law on corporate bond market and in agreement with the research in the corporate bond market classification, according to the author, the structure of the law on corporate bond market includes the following parts: *Law on corporate bond issuance market The purpose of the law in this area is to control the supply of goods for the corporate bond market, to initially ensure the interests of investors in particular and to stabilize the economy in general, and to minimize the risk in the field of raising capital by issuing corporate bonds The contents of the law on the corporate bond issuance market include: Firstly, the regulations on the type of bond to be issued - the commodity of the market Corporate bonds are the commodity of the market When the market has diversified products and commodities, the more active and developed the market becomes, investors have many advantages in choosing the type of bond that is suitable for their investment goals bonds that are suitable for their capital mobilization goals and business strategies Second, regulations on market participants On the corporate bond market, there are many participants Within the scope of the thesis, for the section of law on the participants of the corporate bond issuance market, the PhD student presents the following subjects: issuers, bond-buying investors, and credit rating agencies, the Government management agency for the corporate bond market Third, regulations on the form of corporate bond issuance Issuance of corporate bonds, also known as offering of corporate bonds, is the issuance of bonds (commodities) by the issuer to the market In general, the views in theoretical researches as well as in the laws of many countries around the world today show that corporate bond issuance has two forms: public issuance and private placement and the PhD student inherits those views Fourth, regulations on the order and procedures for the issuance of corporate bonds Procedures for private placement of corporate bonds and procedures for offering corporate bonds to the public are fundamentally different, so the regulations on offering procedures are also different Procedures for offering corporate bonds to the public go through more stringent steps than private corporate bond issuance Fifth, regulations on state management of the market *Law on corporate bond trading market Trading market is the place where transactions on corporate bonds that have been issued in the issuance market take place The contents of the law on trading markets include: Firstly, the regulations on the type of corporate bonds traded - commodities of the market Due to the characteristics of the trading market, based on the organizational nature of this market, corporate bonds presented by the PhD student in this section include two types: corporate bonds, which are traded centrally on the Stock Exchange; corporate bonds which are traded non-centrally outside the Stock Exchange The reason why the PhD student divides in this way is because bonds traded at the Stock Exchange must comply with different criteria than those traded outside of the Stock Exchange Second, the regulations on the participants of the trading market Similar to issuance market, trading market needs to have participants to exist and operate Both are parts of the corporate bond market, so the issuance market and the trading market have a certain consensus on the participants of the market However, due to the different nature, the participant structure of the issuance market and the trading market also has different points Therefore, the participants of the trading market studied in the thesis include: investors; market intermediaries in which securities companies are mainly studied - are the most important intermediaries on the trading market for both trading at the Stock Exchange and for trading outside of the Stock Exchange; Stock Exchange – the entity that organizes and manages trading activities on the market Third, the regulations on the form of organizing trading and the order and procedures for trading corporate bonds Depending on the organization of the market, the form of bond trading will be different Each form of bond trading associated with different trading order and procedures Therefore, in this section, the author presents at the same time the form of bond trading organization and the order and procedures of bond trading on the exchange Fourth, regulations on state management of the market 1.2.2 Factors that govern the content of law on the corporate bond market - Relationship of interests of subjects in the market - The level of risk of the corporate bond market for investors - The level of development of the economy in general and the corporate bond market in particular - The capacity of the Government to manage the market Chapter CURRENT SITUATION OF LAW ON CORPORATE BOND MARKET IN VIETNAM 2.1 Current situation of law on corporate bond market in Vietnam 2.1.1 Current situation of regulations on types of corporate bonds to be issued market goods In general, some major limitations and shortcomings can be pointed out as follows: - Although the current law has provisions on quite diverse types of corporate bonds, it only stops at a general level in the form of recording the existence of these types of bonds Currently, modern bonds have little or no appearance in the provisions of current legislation - The practice of issuing corporate bonds shows that the products on the Vietnam corporate bond market are quite simple Although Vietnam's law recognizes the existence of various types of bonds, in reality the products on the Vietnam corporate bond market are monotonous, mainly non-convertible bonds 2.1.2 Current situation of legal regulations on participants of the issuance market In general, some major limitations and shortcomings can be pointed out as follows: - Currently, there are no provisions in the law that give professional investors certain preferential benefits commensurate with the conditions (usually stricter than other investors) that they must comply with according to the law In addition, the current law provides a definition of different types of investors that are sometimes unclear The structure of investors in the corporate bond market is not diversified, and the current investment demand structure has not yet ensured the sustainable growth of the market - Although Vietnamese law already has a legal framework for the formation and operation of credit rating agencies, at present, credit rating agencies have not been developed in Vietnam and their activities are quite vague - Through practice of law enforcement, it shows an imbalance in the structure of bond issuers in the Vietnamese corporate bond market The structure of bond issuers is not diversified, still mainly large enterprises, which are businesses service fields rather than manufacturing enterprises 2.1.3 Current situation of legal regulations on the form of corporate bond issuance Through studying the regulations on the form of corporate bond issuance, the following limitations and shortcomings can be pointed out: - Vietnamese law, when introducing the concept of private bond issuance and public bond issuance, there are still differences, even going against the general trend (such as signs of the participation of mass media) - There are overlaps, differences, even nullities between provisions in the same legal document, among legal documents on the concept of public bond issuance and private bond issuance - Some distinguishing signs between the private placement of corporate bonds and the public issuance of corporate bonds that Vietnam's law provides are not entirely consistent with the reality of Vietnam's stock market - In practice of issuing corporate bonds, there exists a rather large difference between the form of private placement and the form of issuance to the public - There are still regulations showing the lack of rigor, which can cause excessive growth of the market, causing imbalance between private placement and public issuance; going against the trend of developing a civilized and modern bond market of the world Some regulations on the conditions for the private placement of bonds are not strict, unreasonable, not attached to the nature of the private placement of bonds - Regulations on conditions for private placement of bonds are still scattered in many legal documents, and are even in documents which have completely different governing scope (the Corporate Law), not related to the specific activity of bonds issuance, the regulations on private bond issuance of enterprises has not been consolidated into one legal document - Vietnamese law stipulates the conditions for issuing corporate bonds to the public much stricter than private placement corporate bonds - Some conditions set for public release are difficult to enforce in practice 2.1.4 Current situation of legal regulations on order and procedures for corporate bond issuance Through studying the regulations on the order and procedures for issuing corporate bonds, the following limitations and shortcomings can be pointed out: - The current law does not provide a mechanism to monitor the information in the prospectus - In the file of private bond issuance, there are contents that erase the boundary between private bond issuance and public bond issuance - The PhD student believes that the regulation on information disclosure before the private placement of bonds is unnecessary because this form is inherently distinguished by Vietnamese law from the form of issuance to the public by publicly disclosed or not publicly disclosed to the investor through the mass media 2.1.5 Current situation of legal regulations on state management of the market In general, some major limitations and shortcomings can be pointed out as follows: - Strict regulations on the participation and management of many levels of state agencies in the market partly limit the freedom of business of entities, especially bond issuers Besides, the model of the State Securities Commission of Vietnam under the Ministry of Finance as in Vietnam today reduces the initiative of this agency in managing the market, while the State Securities Commission is a specialized agency, directly managing and regulating the market - The legal regulations on social-professional organizations in the securities sector in general, and the corporate bond market in particular, just stop at the framework regulations In addition, these social-professional organizations have not been given significant real authority worthy of their importance, especially as a bridge between the management agency and other members of the market It can be said that the legal status of social-professional organizations in securities in Vietnam is not really worthy of its role 2.2 Current situation of law on corporate bond trading market in Vietnam 2.2.1 Current situation of legal regulations on types of corporate bonds traded market goods - There are still some shortcomings of the current Vietnamese law when regulating the conditions for listing on the Stock Exchange - Listing activities on the corporate bond trading market are still modest 2.2.2 Current situation of legal regulations on participants of corporate bond trading market - The regulation that securities companies, after being granted a license for establishment and trading by the State Securities Commission, will have to carry out business registration procedures at the business registration office in accordance with the provisions of the Corporate Law(the Planning and Investment agency where the securities company intends to locate its head office) while showing the unity and interconnection between the Securities Law and the Corporate Law, it can also complicate administrative procedures during the establishment and business registration of securities companies - The regulation on business operations of securities companies still has some unreasonable points - Despite the fact that the development of the securities company system is very large in terms of quantity, scale and business operations, there are still some limitations in the operation of securities companies in the market 2.2.3 Current situation of legal regulations on the form of organizing trading and the order and procedures for trading corporate bonds - Regarding the infrastructure system for the bond trading market, although it has been improved over time, it has not kept up with the development momentum of the market - In general, in the entire decentralized corporate bond trading market, outside the stock exchange, there is currently no legal system in Vietnam to regulate this trading activity 2.2.4 Current situation of legal regulations on state management of the market Chapter ORIENTATIONS AND SOLUTIONS TO IMPROVE THE LAW ON THE CORPORATE BOND MARKET IN VIETNAM 3.1 Orientations to improve the law on corporate bond market in Vietnam - Completing the law on the corporate bond market must aim to enhance the transparency of the market, and at the same time ensure the harmonization of the interests of investors and issuers - Completing the law on the corporate bond market must be suitable for the economy in general and the development of Vietnam's corporate bond market in particular, towards the goal of developing a sustainable corporate bond market - Completing the law on the corporate bond market towards synchronization with the Vietnamese legal system, absorbing reasonable elements of the laws of other countries in the world, aiming to be in line with international standards 3.2 Specific solutions to improve legal regulations on corporate bond market in Vietnam 3.2.1 Some solutions to improve the legal regulations on the corporate bond issuance market 3.2.1.1 Completing the legal regulations on goods of the issuance market - Add regulations on new types of corporate bonds - For the issuance of convertible bonds, the law needs to develop a mechanism to ensure that these bonds are converted into shares 3.2.1.2 Completing legal regulations on participants in the issuance market - Further refine the concepts of investors and give them the appropriate right to their position; develop an effective mechanism to protect investors, especially nonprofessional investors; promote the development of diversified types of investors in the market - There should be a mechanism to promote the formation of credit rating organizations in Vietnam 3.2.1.3 Completing the legal regulations on the form of corporate bond issuance - Improving and clarifying some concepts and terms in order to make reasonable regulations for certain activities - The Government needs to codify the regulations on the private issuance of bonds by issuers that are not public companies and the private issuance of bonds by issuers that are public companies into one legal text on the principle of typifying - Completing legal regulations on conditions for corporate bond issuance 3.2.1.4 Completing legal regulations on order and procedures for corporate bond issuance - The law should clearly define the responsibilities of each person related to the prospectus and specify the handling measures for each subject Besides, in the prospectus, in addition to the current information, according to the PhD student, there should also be past information about the issuer - The provision of Article 12, Clause 2, Point đ of Decree No 153/2020/ND-CP should be annulled 3.2.1.5 Completing the legal regulations on state management of the market - It is necessary to supplement legal regulations to enhance the position and independence of the State Securities Commission - Strengthening self-regulatory activities by giving certain rights to socialprofessional organizations in the securities sector in order to create conditions for the private sector to participate in market construction 3.2.2 Some solutions to improve the legal regulations on the corporate bond trading market 3.2.2.1 Completing legal regulations on corporate bonds - commodities of the trading market - It is necessary to amend and supplement a number of conditions for listing bonds on the Stock Exchange, to ensure the selection of really quality bonds to list on the centralized trading market 3.2.2.2 Completing the legal regulations on the participants of the trading market - Completing regulations on procedures for issuance of license for establishment and operation of securities business and certificate of business registration for securities companies - Completing regulations on business operations of securities companies 3.2.2.3 Completing legal regulations on transaction forms and transaction order and procedures - Completing legal regulations on infrastructure of corporate bond trading market - Building and perfecting the legal system regulating the corporate bond trading market outside the Stock Exchange (OTC market) 3.3 Some solutions to improve the efficiency of law enforcement on the corporate bond market in Vietnam - Diversify the structure of issuers in the corporate bond market - Promote the diversified development of different types of investors - Encourage businesses to promote the issuance of bonds to the public - Promote bond listing activities of enterprises - Improve the quality of operations of securities companies - Improve the attractiveness of corporate bonds and the corporate bond market to organizations and individuals, especially investors CONCLUSION The corporate bond market plays an important role in the social-economic development of Vietnam, where entities can exchange capital to seek profits With its importance, the issues of corporate bond market must necessarily be regulated by law It is really necessary to study the legal provisions on corporate bond market, thereby figuring out how to adjust the law to be compatible As a constituent part of the Vietnam's law on stock market - a legal field with a short history of formation and existence in Vietnam, the law on corporate bond market is inevitably incomplete Through the process of studying the topic "Law on the corporate bond market in Vietnam", the following conclusions can be drawn: The current law on corporate bond market in Vietnam basically covers all aspects of the market, the relationships arising in the market and has certain compatibility with international practices in this area However, through studying the current situation of Vietnamese law, it shows that the legal framework on corporate bonds is not appropriate, leading to difficulties in the process of enforcing the law on corporate bonds Therefore, Vietnam's corporate bond market is still quite small compared to other credit channels, while in the world this market has been developed for a long time Completing the law on corporate bond market in the coming time is necessary to regulate the corporate bond market more effectively and promote the development of this market The corporate bond market is a part of the stock market, so the law regulating this market is similar to the law regulating the stock market However, stemming from the characteristics of bonds - commodities of the market, the law on corporate bond market needs to have separate provisions that are different from the law on the stock market in general However, Vietnam's current legal regulations on corporate bond market not seem to involve these features Therefore, in parallel with the improvement of the law on the stock market in general, the Government also needs to take into account the differences of the corporate bond market to improve the law on this market Only then will it promote the development of the corporate bond market, shorten the gap between the corporate bond market and other credit markets The process of international economic integration in all aspects leads to the necessity of perfecting the legal environment in general, and perfecting the law on commercial business in particular, including the law on corporate bond market The increasing demand for capital mobilization and investment demand of domestic and foreign organizations and individuals brings many opportunities for the development of Vietnam's corporate bond market but also creates competition Therefore, the improvement of the law on corporate bonds must be directed towards the main goal of creating a safe, reliable, appropriate, and highly feasible legal corridor to attract organizations and individuals to invest in this market To achieve this goal, besides studying and evaluating honestly, objectively and seriously the provisions of Vietnamese law, it is also necessary to expand the study of the legal provisions of some other countries, especially countries that have developed corporate bond markets or have similar social-economic conditions to Vietnam On that basis, learning the lessons for perfecting the law on corporate bond market in Vietnam In order to improve Vietnam's law on corporate bond market, the proposed solutions must be based on the analysis of the current situation of law on this market However, solutions to improve the law on corporate bonds also need to be built on the basis of a unified and solid theoretical foundation Theoretical analyzes as well as major orientations for the improvement of the law on corporate bond market are given by the PhD student as a guideline for specific solutions in perfecting the law on corporate bond market These specific solutions, in addition to reflecting the current situation of law, must also stick to and revolve around a common orientation and common viewpoint to ensure consistency in the process of completing the law Although the orientations and solutions proposed in the thesis are based on theoretical and practical grounds that have been analyzed and evaluated, their feasibility needs to be answered by practice However, with serious research, the PhD student believes that the solutions have a certain reference value for legislative work ... market, so the law regulating this market is similar to the law regulating the stock market However, stemming from the characteristics of bonds - commodities of the market, the law on corporate... above Second, theoretical issues related to the law on corporate bond market Theoretical issues related to the law on corporate bond market such as: the concept of law on corporate bond market, the... there are many general regulations such as regulations on market structure, regulations on issuance form of securities/bonds, regulations on market management agencies, regulations on the order and