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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: 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 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 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 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 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 INTRODUCTION 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 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 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 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 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 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 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 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 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 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 promulgation in the field of finance and securities in general and the protection of the rights of securities investors in particular Structure of the thesis In addition to the introduction, conclusion, appendix and reference list, the thesis consists of chapters: Chapter 1- Overview of the research situation Chapter - 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 - Legal status and practice of law enforcement on the protection of rights of investors in the centralized stock market Chapter - Directions and solutions for complete law on protection of rights of investors in the centralized stock market in Vietnam Chapter 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 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 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 10 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 11 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 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, 12 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 basic content: 13 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 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 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 14 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 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 16 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 17 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 18 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 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 19 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 20 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 21 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 22 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: 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 23 investors' rights will help attract investors to participate in the stock market securities, helping listed companies operate stably, safely and effectively, especially contributing to the sustainable development of Vietnam's stock market The law to protect investors' rights on the centralized stock market is influenced by many factors such as the state's viewpoint on building and developing the stock market, and socio-economic conditions, and the trend of international economic integration In the process of developing and perfecting the law to protect rights of investors in the centralized stock market, it is necessary to ensure compatibility with common practices and standards in the world and at the same time suitable to the conditions of Vietnam development of Vietnam's stock market, specifically: perfecting regulations on protecting important rights of investors such as: the right to participate and trade in the market, the right to access and provide provision of information, the right to participate in management and administration, the right to sue ; perfecting regulations on measures to protect the rights of basic investors such as economic measures, civil measures, administrative measures in which special attention is paid to civil and economic measures In Vietnam today, the legal framework to protect rights of investors in the centralized stock market has also been initially built and completed The legal provisions in the above documents have gradually solved the basic problems of protecting investors' rights such as: recognizing and ensuring that investors can exercise their basic rights and rights important, detect, prevent and promptly handle violations that infringe upon the rights of investors In addition, Vietnamese law has initially approached international standards on organization and operation of the stock market, on management and administration of listed companies, on accounting standards for securities companies companies on the stock market is expressed through the internalization of international standards and practices into the content of national legal documents However, it cannot be denied that the current content of the law protecting investors' rights on the centralized stock market in Vietnam still has many shortcomings related to: ensuring the enforcement of rights and rights of investors; issues of transparency and information disclosure on the stock market; issues of prevention and handling of securities 24 violations, self-protection mechanism of investors; the formation of investor protection organizations Regarding the implementation of legal regulations to protect rights of investors in the centralized stock market, the subjects in the Vietnamese stock market have begun to be aware of the importance of the issue of security protect investors for the general development of the market However, it is also necessary to recognize that Vietnam's rights protection activities still have many limitations, focusing on groups of issues: the rights of investors, even though they are recognized in the law but has not yet been respected and implemented by the subjects; Securities law violations are still common, the institutions that directly protect investors in Vietnam are weak and lacking… These shortcomings are not only rooted in the existing socio-economic foundations awareness of participants in the stock market but also from the inadequacies of legal regulations as well as the activities of competent authorities in the organization and operation of the stock market In the coming time, in addition to accelerating the improvement of legal regulations to protect investors' rights on the centralized stock market in a manner consistent with international principles and standards, it is necessary to continue to step up the propaganda and dissemination of the law to subjects participating in the securities market It should be noted that the issue of protecting investors' rights cannot be effectively implemented immediately, but is a continuous and long-term process Therefore, it is necessary to join hands and contribute efforts of actors in the market including state management agencies, securities business entities, listed companies, selfregulatory organizations and especially, Investors themselves also need to actively participate in perfecting the mechanism to protect investors' rights in Vietnam Only then can Vietnam's stock market develop stably and in the long term and truly become an effective medium and long-term capital mobilization channel for the economy ... of investors in the centralized stock market in Vietnam 8 1.2 Theoretical basis of the research 1.2.1 Contract theory Contract theory is the theory used to study how individuals and organizations... 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... 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 Nguyen Phuong
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