NGAY lập tức xử lý tài LIỆU CHÍNH KHI tái cấu TRÚC các NGÂN HÀNG THƯƠNG mại ở VIỆT NAM TT TIENG ANH

MINISTRY OF EDUCATION AND TRAINING MINISTRY OF JUSTICE HANOI LAW UNIVERSITY NGUYEN THI HUONG LAW ON FINANCIAL HANDLING WHEN RESTRUCTURING COMMERCIAL BANKS IN VIET NAM SPECIALIZED: ECONOMIC LAW CODE: 38 01 07 SUMMARY OF THESIS THESIS OF LAW STUDY HA NOI - 2021 TABLE OF CONTENTS INTRODUCTION 1 The urgency of the topic Research purpose Research objective Research scope and object 4.1 Research scope 4.2 Research subjects Research methodology New points of the thesis New scientific and practical contributions of the thesis Structure of the thesis Overview of the research situation 1.1 Works related to the concept of commercial bank restructuring, financial handling when restructuring commercial banks 1.2 Research works related to laws on capital handling when restructuring commercial banks 1.3 Research works related to the law on bad debt handling when restructuring commercial banks 1.4 Research works related to the law on asset handling when restructuring commercial banks Theoretical basis of the topic 2.1 Research theory 2.2 Research questions 2.3 Research hypotheses RESEARCH RESULT PART Chapter 1: THEORETICAL ISSUES ON FINANCIAL HANDLING AND LAW ON FINANCIAL HANDLING WHEN RESTRUCTURING THE COMMERCIAL BANKS 1.1 Theoretical issues on financial handling when restructuring the commercial banks 1.1.1 Concept, characteristics, purposes of the commercial bank restructuring 1.1.2 Concept, characteristics, purposes of financial handling when restructuring the commercial banks 1.1.3 Relationship between financial handling and restructuring of commercial banks 1.2 Theoretical issues on financial handling law when restructuring the commercial banks 1.2.1 Legal concepts on financial handling when restructuring the commercial banks 1.2.2 Factors affecting the law on financial handling when restructuring the commercial banks 1.2.3 Contents of the law on financial handling when restructuring the commercial banks CONCLUSION TO CHAPTER 10 Chapter 2: CURRENT STATUS OF LAW ON FINANCIAL HANDLING WHEN RESTRUCTURING THE COMMERCIAL BANKS IN VIETNAM 10 2.1 Law on capital handling when restructuring the commercial banks 10 2.1.1 Law on equity handling when restructuring the commercial banks 10 2.1.2 Law on mobilized capital handling when restructuring the commercial banks 11 2.1.3 Law on capital adequacy ratio when restructuring the commercial banks 13 2.2 Law on bad debt handling when restructuring the commercial banks 14 2.2.1 Law on bad debt handling in the case of self-restructuring of the commercial banks 14 2.2.2 Law on conversion of bad debts into contributed capital when restructuring commercial banks 15 2.2.3 Law on handling bad debts in the case of special control, purchase, sale, consolidation, merger of commercial banks 17 2.3 Law on handling assets when restructuring commercial banks 17 2.3.1 Law on handling assets owned by commercial banks when restructuring commercial banks 17 2.3.2 Law on handling collaterals when restructuring commercial banks 18 CONCLUSION TO CHAPTER 19 Chapter PERFECTING THE LAW ON FINANCIAL HANDLING IN CASE OF RESTRUCTURING COMMERCIAL BANKS IN VIETNAM AND IMPROVING ENFORCEMENT EFFICIENCY 19 3.1 Orientation to perfecting the law on financial handling when restructuring commercial banks in Vietnam and improving enforcement efficiency 19 3.1.1 Perfecting the law on financial handling when restructuring commercial banks and improving enforcement efficiency in order to institutionalize the viewpoints and guidelines of the Vietnamese Communist Party on restructuring commercial banks 20 3.1.2 Law on financial handling when restructuring commercial banks to be codified as required 20 3.1.3 Financial handling must be identified as the central task of restructuring commercial banks 20 3.1.4 The State is allowed to intervene in financial processing when restructuring commercial banks 20 3.1.5 Law on financial handling when restructuring commercial banks must be placed in the overall relationship with other legal fields and must be consistent with the requirements of international integration 20 3.2 Solutions to perfect the law on financial handling when restructuring commercial banks in Vietnam 20 3.2.1 Supplement of a number of articles to Chapter VIII of Law on Credit Institutions 20 3.2.2 Solutions to perfect the law on capital handling when restructuring commercial banks 20 3.2.3 Solutions to perfect the law on bad debt handling when restructuring commercial banks 21 3.2.4 Solutions to perfect the law on asset handling when restructuring commercial banks 22 3.3 Solutions to improve the enforcement efficiency of legal provisions on financial handling when restructuring commercial banks 23 CONCLUSION TO CHAPTER 24 CONCLUSION 24 INTRODUCTION The urgency of the topic In Vietnam, implementing the policy of the Communist Party of Vietnam, the Government has passed Decision no 245/QD-TTg dated March 1, 2012 approving the Project on Restructuring the Credit Institution (CI) system for the period 2011-2015 Then, on July 19, 2017, the Prime Minister has passed Decision no 1058/QD-TTg approving the project "Restructuring the CI system associated with bad debt settlement in the 2016-2020 period" etc showing the determination of the Party and the State in restructuring commercial banks (CBs) The State has paid attention and promulgated many legal provisions to create the basis for financial handling (FH) activities to take place effectively, contributing to the restructuring process of CBs However, a number of legal regulations on FH when restructuring CBs are still inadequate and difficult to implement in practice In order for the restructuring process of CBs to be successful, financial handling should be implemented effectively And in such context, the need to finalize the law in this field is apparent For the above reasons, the postgraduate has chosen the topic: “Law on financial handling when restructuring commercial banks in Vietnam” as his/her doctoral thesis Research purpose - Contribute to supplementing and finalizing the legal theory of FH when restructuring CBs - Analyze the pros and cons of the current status of law on FH when restructuring CBs - Propose a number of solutions to finalize the law on FH when restructuring CBs and improve the efficiency of enforcement in practice Research objective - Analyze and identify the nature of the concept: The concept of restructuring CBs, the concept of FH when restructuring CBs, legal concepts on FH when restructuring CBs - Explain the theoretical issues on FH when restructuring CBs, the law on FH when restructuring CBs - Assess the current status of Vietnamese law on FH when restructuring CBs - Assess the practice of implementing current Vietnamese law on FH when restructuring CBs - Study the experiences of other countries in the world (Japan, Thailand, Malaysia…) and propose lessons for Vietnam - Analyze orientations and propose recommendations to finalize the legal regulations on FH when restructuring CBs and improve enforcement efficiency Research scope and object 4.1 Research scope - Scope of space: The topic studies the theoretical issues, current status of law on FH when restructuring CBs in Vietnam - Scope of time: The topic studies law on FH when restructuring CBs from around 2010 to present - Scope of legal documents: The topic studies Vietnamese legal regulations on FH when restructuring CBs in legal documents in the following main legal fields: Finance Banking Law, Business Law, Civil Law, Commercial Law, Competition Law etc - The topic studies law on FH when restructuring CBs of several countries in the world such as Japan, China, the United States, Thailand etc - Scope of CBs: The author studies the problem of restructuring CBs in some outstanding cases that have taken place in our country 4.2 Research subjects - Perspectives and theories on restructuring CBs, FH when restructuring CBs - The Party’s viewpoint and the State's policies on FH when restructuring CBs in Vietnam - The situation of restructuring CBs of several countries in the world - The situation of restructuring CBs in Vietnam in recent years - Legal documents, mainly as follows: Law on Credit Institutions 2010 (amended and supplemented in 2017), Law on Enterprise 2014, Law on Investment 2014, Law on Investment 2020, Competition Law in 2018, Civil Code 2015, etc - Practical implementation of FH regulations when restructuring CBs in our country - Experiences of Japan, China, the United States, Thailand etc in developing laws on FH when restructuring CBs Research methodology - The thesis has used dialectical materialism and historical materialism of Marxism Leninism and Ho Chi Minh's thought on the state and law - The thesis has used dialectical materialism and historical materialism of Marxism Leninism and Ho Chi Minh's thought on the state and law - The thesis has also used specific research methods such as analysis, comparison, evaluation, compilation, generalization, induction, deduction, argument, data collection, logic etc New points of the thesis - The thesis contributes to supplementing and finalizing the theoretical basis for FH when restructuring CBs, the law on FH when restructuring CBs - The thesis contributes to clarifying the concept of FH when restructuring CBs - The thesis deciphers the connotation of the concept: law on FH when restructuring CBs - The thesis evaluates the pros and cons of the current law on FH when restructuring CBs in Vietnam and practical implementation - The thesis analyzes the orientations set out in order to finalize the law on FH when restructuring CBs - The thesis proposes scientific solutions for the purpose of finalizing the law on FH when restructuring CBs in Vietnam New scientific and practical contributions of the thesis - In terms of theory: Most of the issues presented in the thesis are studied indepth, comprehensively and systematically for the very first time These are considered remarkable contributions to finalizing the theoretical basis of FH when restructuring CBs and the law on FH when restructuring CBs in our country - In terms of practice: The thesis can be used as reference for the process of forming and promulgating policies and laws on FH when restructuring CBs in our country; as reference for CBs to carry out restructuring; as reference for teaching, learning, and researching on restructuring CBs, FH when restructuring CBs, law on FH when restructuring CBs Structure of the thesis In addition to the Table of Contents, Introduction, Conclusion and List of References, the thesis is structured as follows: - The overview of the research situation and the theoretical basis of the topic - The research results + Chapter 1: Theoretical issues on financial handling and law on financial handling when restructuring the commercial banks + Chapter 2: Current status of law on financial handling when restructuring the commercial banks in Vietnam + Chapter 3: Finalizing the law on financial handling when restructuring commercial banks and improving enforcement efficiency OVERVIEW OF RESEARCH SITUATION AND THEORETICAL BASIS OF THE THESIS Overview of the research situation 1.1 Works related to the concept of commercial bank restructuring, financial handling when restructuring commercial banks First, about the concept ‘restructuring commercial banks’ - The article “Tiếp tục TCT hệ thống ngân hàng Việt Nam” (Continuing to restructure Vietnamese banking system) published in the Journal of Banking Science and Training, issue 128/2013, authored by Le Thi Tuan Nghia, Pham Manh Hung; - Authors Le Thi Tuan Nghia and Pham Manh Hung presented the views of Claudia Dziobek (1998) and Ceyla Pazarbasioglu on restructuring banks; - The article: “TCT hệ thống NHTM Việt Nam” (Restructuring the commercial banking system in Vietnam) published in the Journal of Development and Integration, issue October 2013, authored by Vu Van Thuc Second, about the concept ‘FH when restructuring CBs’ - Doctoral thesis in Economics: “Giải pháp TCT tài doanh nghiệp ngành thép Việt Nam” (Financial restructuring solutions for enterprises in the steel industry in Vietnam) – Academy of Finance, 2016, authored by Dang Phuong Mai, introducing the concept of financial restructure - The article: “Tiếp tục TCT hệ thống ngân hàng Việt Nam” (Continuing to restructure Vietnamese banking system) published in the Journal of Banking Science and Training, issue 128/2013, authored by Le Thi Tuan Nghia and Pham Manh Hung, presenting the viewpoints of Claudia Dziobek (1998) and Ceyla Pazarbasioglu on FH - Research: “Bank restructuring in practice: An over view, Moneytary and economic Department Basel”, authored by John Hawkins and Philip Turner (1999) - Ratha, D., Mohapatra, S and P Suttle, 2003 Corporate Financial Structures and Performance in Developing Countries World Bank Global Development Finance 2003, Tr109 – 122 - Berger, A, Deyoung, R., Flannery, M., Lee, D., & Oztekin, O., 2008 How large banking organizations manage their capital ration? Journal of Financial Servicearch, 34, Tr 123 – 149 1.2 Research works related to laws on capital handling when restructuring commercial banks - Berger, A, Deyoung, R., Flannery, M., Lee, D., & Oztekin, O., 2008 How large banking organizations manage their capital ration? Journal of Financial Servicearch - John Armour – Center for Business Research, University of Cambridge: “Legal Capital: An outdated Concept?”, Working Paper No 320, 03/2006, Page 19 - The article: “Những lợi ích hạn chế thương vụ thâu tóm sáp nhập ngân hàng” (Pros and cons of bank mergers and acquisitions) posted on Website: nghiencuuphapluat.vn, MSc Hồ Tuấn Vũ - The article: “Quyền cổ đơng lớn bên sáp nhập q trình sáp nhập sáp nhập từ số thương vụ sáp nhập NHTM” (Rights of major shareholders of the merging party in the merger and acquisition process from a number of commercial bank mergers) published in Proceedings of the Faculty-level Scientific Conference - Hanoi Law University - 2019, authored by Nguyen Minh Hang and Luong Linh Chi - Dr Nguyen Thi Gam in the article: “Hoạt động mua bán sáp nhập ngân hàng Việt Nam - thực trạng giải pháp” (Bank mergers and acquisitions in Vietnam - current situation and solutions) posted on Website: thitruongtaichinhtiente.vn - Doctoral thesis in Law: “Pháp luật mua lại sáp nhập NHTM Việt Nam nay” (Law on mergers and acquisitions of commercial banks in Vietnam today) 2016 - Graduate Academy of Social Sciences, author Pham Minh Son 1.3 Research works related to the law on bad debt handling when restructuring commercial banks - The article: “Tác động dịch Covid-19 đến hoạt động kinh doanh NHTM Việt Nam” (Impact of the Covid-19 epidemic on business activities of Vietnamese commercial banks) by Dr Dang Ha Giang published in the Financial Journal Part - June 2020 - The article: “Mơ hình AMC giải nợ xấu nước Đông Á” (AMC model in solving bad debts in East Asian countries) by MSc Phan Huy Duc published in Proceedings of the Scientific Conference: “Một số giải pháp nhằm phát triển sản xuất kinh doanh điều kiện nay” (Several solutions to develop production and business in the current conditions) – Website: apchitaichinh.vn, 2013 - The article: “AMC ngân hàng có hoạt động hiệu quả?” (Are AMC banks operating effectively?) posted on Website: vnfinance.vn – December 29, 2020, author Ha Phuong - Article by author Anh Khoa: “Nợ xấu VAMC” (Bad debt and VAMC) posted on Website: tapchitaichinh.vn, date: June 29, 2019 - Mr Minh in the article: “Tìm giải pháp để tái cấu, xử lý nợ xấu ngân hàng cần vào chiều sâu” (Finding solutions to restructure and deal with bad debts for banks should go indepth) published on the Government Electronic Newspaper, dated: September 30, 2020 - The article: “Hiện trạng thị trường mua bán nợ Việt Nam sách phát triển” (Current status of debt trading market in Vietnam and development policy) published in the Journal of Development and Integration, issue 8/2013, author Dao Duy Huan Dr Ton Thanh Tam in the article: “Bàn xử lý nợ xấu” (About handling bad debts) published in Banking Journal, issue 23 (January 2017) - The article: (1) “Vốn hóa nợ: Con dao hai lưỡi” (Debt capitalization: A double-edged sword) published in Online Finance Journal on January 20, 2015; (2) “Chuyển nợ thành vốn góp: Chỉ nên giải pháp tình thế” (Converting debt into contributed capital: Should only be a temporary solution) by author Nguyen Vu posted on Website: Banking Times - Official newspaper of the State Bank of Vietnam, dated: October 7, 2016; (3) “Chuyển nợ xấu thành vốn góp: Có cịn phù hợp” (Converting bad debt into contributed capital: Is it still suitable?) by author Do Linh posted on Website: saigondautu.com.vn, dated: April 2, 2018 1.4 Research works related to the law on asset handling when restructuring commercial banks - The article: “Hoàn thiện quy định pháp luật định giá tài sản trí tuệ sử dụng lao động thương vụ mua lại sáp nhập NHTM” (Improving legal provisions on intellectual property valuation and employment in commercial bank mergers and acquisitions) by Tran Thi Bao Anh, published in the Journal of Legislative Research, issue 22(374)November 2018 - Master's Thesis in Law: “Xử lý tài sản bảo đảm tiền vay NHTM theo pháp luật Việt Nam từ thực tiễn NHTM cổ phần Bản Việt” (Handling loan collaterals of commercial banks according to current Vietnamese law from the practice of joint stock commercial banks, Vietnamese version) – 2019, Academy of Social Sciences, author Nguyen Nhu Quynh - Doctoral thesis in Law: “Pháp luật mua lại sáp nhập NHTM Việt Nam nay” (Law on mergers and acquisitions of commercial banks in Vietnam today) 2016 - Academy of Social Sciences, author Pham Minh Son - The article: “Khó khăn, vướng mắc q trình thực quyền xử lý tài sản bảo đảm TCTD” (Difficulties, obstacles in the process of exercising the right to handle collateral of credit institutions) posted on December 11, 2016; “Các vướng mắc phát sinh từ thực tiễn xử lý tài sản bảo đảm kiến nghị” (Constraints arising from the practical handling of collateral and recommendations) posted on December 12, 2016 on Website: thoibaonganhang.vn - The article: “Trình tự xử lý tài sản chấp TCTD” (Sequence of handling collateral at credit institutions) by the author published in the Journal of People's Electronic Court on September 29, 2020 Theoretical basis of the topic 2.1 Research theory - Theory of finance - banking industry - Economic theory - Theory of freedom of agreement in capital contribution to establish an enterprise - Theory of contracts applicable to settle the interests of clients (mainly depositors) when restructuring CBs - Theory of financial system security determining the security of the national economy - The thesis made on the theoretical basis of the state and law from the view point of Marxism - Leninism; viewpoints and policies of the Communist Party of Vietnam on restructuring CBs, FH when restructuring CBs, When implementing the thesis, the postgraduate has also selectively chosen a number of viewpoints and experiences from other countries about restructuring CBs, FH when restructuring CBs 2.2 Research questions Firstly, what is restructuring CBs? What is FH when restructuring CBs? Is FH when restructuring CBs a whole process of restructuring CBs or just a single activity of that process? Secondly, how should the state intervene to ensure that the FH process when restructuring CBs can take place successfully, to ensure the interests of shareholders and clients, and to ensure the safety of the operations of commercial banks, as well as to ensure the security of the national financial system? Thirdly, what is the law on FH when restructuring CBs? What is the most reasonable approach to laws on FH when restructuring CBs? On what principles should laws on FH when restructuring CBs be built, finalized and enforced? Fourthly, how is the current status of laws on FH when restructuring CBs in Vietnam? Have the regulations been completed, sufficient to ensure the FH process when restructuring CBs taking place smoothly, ensuring the interests of shareholders, clients and the security of the national financial system? Fifthly, what specific orientations should the completion of the law on FH when restructuring CBs and improvement of enforcement efficiency in practice be followed? What solutions can improve laws on FH when restructuring CBs? What solutions can help the process of enforcing the law on FH when restructuring CBs to be more effective? 2.3 Research hypotheses Firstly, the FH activity is the focus of the restructure process of CBs If FH fails, the the restructure process of CBs will also fail Secondly, FH should focus on basic activities such as: handling capital, handling bad debts, and handling assets The constituents of a FH process when restructuring CBs interact with each other Thirdly, FH should be placed in a consistent relationship with other activities of the restructure process of CBs such as restructuring human resources, restructuring business operations OVERVIEW CONCLUSION In recent time, the issue of restructuring CBs, FH when restructuring CBs has attracted the attention of domestic and international researchers There have been many journal articles, topics, books, research seminars on this matter The works related to the thesis topic have used basic research methods including dialectical materialism and historical materialism of Marxism - Leninism; analysis, comparison, compilation, pratical survey, logical inference, evaluation, remark, induction etc These have solved a number of theoretical and practical problems such as: - Give their own viewpoints on restructuring CBs, activities in restructuring CBs; - Evaluate some legal contents on capital handling, bad debt handling, collateral handling of CBs - Point out many difficulties of CBs in handling capital, handling bad debts, and handling assets commercial banks Circular No 04/2010/TT-NHNN has stipulated that one of the conditions for the merger, consolidation, purchase and sale of the CBs is not in the cases of economic concentration prohibited in the Competition Law Decree No 35/2020/ND-CP dated March 24, 2020 detailing a number of articles of the Competition Law (2018) has specified cases in which the CBs must notify the National Competition Commission when carrying out the restructuring in the form of economic concentration The regulation that must notify the National Competition Commission before conducting economic concentration according to cases (1) and (2) is causing difficulties for the CBs to implement the restructuring 2.1.1.3 Law on determining value of shares of shareholders when restructuring the commercial banks - Currently, the law does not have direct provisions on this content Accordingly, the determination of the value of shares of the CBs participating in the restructuring is based on the agreement of the shareholders The Postgraduate believes that shareholders are forced to accept the restructuring and accept the change in the ratio and value of their contributed capital - Currently, the Law on CIs in 2010 (amended and supplemented in 2017) has stipulated: An individual shareholder cannot own more than 5% of the charter capital of a CI; A shareholder being an organization may not own more than 15% of the charter capital of a CI Currently, the law has stipulated: The share ownership ratio of a foreign individual must not exceed 5% of the charter capital of a Vietnamese CI; The share ownership rate of a foreign organization must not exceed 15% of the charter capital of a Vietnamese CI (except for some special cases) The law is not fair between domestic investors and foreign investors 2.1.2 Law on mobilized capital handling when restructuring the commercial banks 2.1.2.1 Law on mobilized capital handling in case of self-restructuring of the commercial banks Currently, the provisions of the law not separate the issue of capital mobilization under the restructuring conditions and the conditions of normal operation Therefore, the capital mobilization activities in the case of the commercial bank restructuring must comply with the legal provisions on capital mobilization of the CBs in general However, in the condition that the CBs make efforts to restructure, capital mobilization activities need to be paid attention to to achieve the best efficiency In order to achieve that goal, the legal regulations on capital mobilization of the CBs need to be complete, consistent and suitable with reality a Law on capital mobilization of the CBs from receiving deposits from organizations and individuals Firstly, the rights and obligations of the CBs and depositors in the deposit relationship are determined according to the provisions of the CC in 2015 We still need regulations of the specialized law to determine the rights of the CBs and depositors in the deposit relationship Secondly, regarding form of the deposit contract: Due to the important nature of deposit receipt activities, in specialized legal documents defining the customers’ deposit at 11 the CBs must be prepared in writing However, the reality shows that deposit/receipt contracts are all issued by the CBs, the customers show goodwill by filling in complete information and paying money to tellers of the CBs Therefore, the state needs to have regulations to ensure harmonization of the interests of both the depositors and the CBs Thirdly, form of deposit mobilization: According to current regulations, there are three main forms of deposit of the customers at the CBs, including: demand deposit (deposit for payment through issuance of cards: Credit Card; Debit Card; ATM Card), time deposit, savings deposit Individuals can participate in depositing at the CBs in any form, organizations are not allowed to deposit savings In the context of accelerating the restructuring process, diversification of capital sources is necessary So the provisions of the law are restricting the right to participate in savings deposit of organizations Fourthly, deposit interest rate: the Governor of the SBV will decide the interest rate at each time in accordance with the socio-economic situation In Decision No 1729/QDNHNN dated September 30, 2020, which is in effect, there are regulations on the maximum interest rate that the CBs apply to deposits as follows: (1) The maximum interest rate applicable to the demand deposits and time deposits with a term of less than month is 0.2%/year; (2) The maximum interest rate applicable to time deposits with a term from month to less than months is 4.0%/year Fifthly, deposit insurance: According to the Law on Deposit Insurance in 2012 and Decree No 68/2013/ND-CP1 have identified the CB as one of the organizations that must participate in deposit insurance The depositor being an individual will be insured up to 75,000,000 VND for all deposits according to Decision No 21/2017/QD-TTg dated June 15, 2017 on insurance payment limit The regulation to pay deposit insurance only to individuals and not to organizations is creating inequality among depositors b Law on capital mobilization by issuing valuable documents of the CBs - Entities that are eligible to buy valuable documents from the CBs have been expanded, including: Vietnamese organizations and individuals and foreign organizations and individuals - There are elatively complete regulations on order and procedures for offering which are suitable for each type of valuable documents of the CBs - The law has agreed on currency used for payment when buying valuable documents of the CBs that is in Vietnamese dong Besides the above achievements, there are some shortcomings in the legal provisions on capital mobilization of the CBs by issuing valuable documents as follows: - The explanation of the above concepts does not satisfy the need to learn the law of those in need - Regulations on order and procedures for issuing valuable documents of the CBs are still complicated With the above limitations of the law and because the CBs are not flexible in the way of offering, many customers not choose this investment channel Because of that, for a long time, the capital mobilization by issuing valuable documents of the CBs was not effective c Law on borrowing capital of the CBs from the SBV and other CIs * Regulations on borrowing capital of the CBs from the SBV: Currently, in legal 12 documents, this is called a case where the SBV refinances the CBs In case of overdue debt repayment but the CBs have not yet paid back the loan amount, the interest rate for overdue refinanced principal is 150% of the applicable interest rate for the refinanced amount Currently, according to Decision No 1728/QD-NHNN dated September 30, 2020, the refinancing interest rate is 4.0%/year *Regulations on borrowing capital of the CBs from other CIs: Currently, according to the provisions of Circular No 21/2012/TT-NHNN dated June 18, 2012 (As amended and supplemented by Circular No 01/2013/TT-NHNN dated January 07, 2013 and Circular No 18/2016/TT-NHNN dated June 30, 2016), the purpose of this interbank lending activity is for the CIs (including the CBs) to compensate temporary shortage of required reserves, solvency and capital balance in the short term However, the nature of this capital mobilization channel has many differences compared to other capital mobilization channels Therefore, the law has provisions to limit the situation that the CBs borrow capital from other CIs for a long time Accordingly, Circular No 01/2013/TT-NHNN dated January 7, 2013 has stipulated: "The maximum loan term between CIs and foreign bank branches is less than 01 year" 2.1.2.2 Law on handling of mobilized capital in the case of special control, purchase and sale, consolidation, merger of the commercial banks Currently, special control is implemented in accordance with the provisions of Section 1, Chapter VIII of the Law on Cis in 2010 (amended and supplemented in 2017); Circular No 36/2015/TT-NHNN dated December 31, 2015 stipulating the reorganization of CIs and Circular No 11/2019/TT-NHNN dated August 2, 2019 providing for special control for CIs The SBV compulsorily buy back all assets of the CBs at the price of VND That is, all debts, assets, rights and obligations of the CBs are valued at It is possible to evaluate the legal provisions on handling mobilized capital in the case of special control of the CBs that have been specified in legal documents The main contents of the law on mobilized capital handling in the case of purchase and sale, consolidation, merger of the CBs include: - The CBs are only obliged to notify creditors (borrowers of the CBs) but not obliged to notify lenders of the CBs The Postgraduate believes that this is an unreasonable point of the law - After successful restructuring of the CBs, the general meeting of shareholders and the board of directors shall decide to apply the policy to depositors In the view of the Postgraduate, in order to protect the interests of customers and ensure the safety of the financial market and the economy, the law should have specific provisions on protecting the interests of customers after restructuring 2.1.3 Law on capital adequacy ratio when restructuring the commercial banks The SBV has issued Official Letter No 1601/NHNN-TTGSNH dated March 17, 2014 to select 10 domestic banks to carry out a pilot work of Basel II, proceed to apply Basel II to all domestic CBs Along with that, the SBV has issued the necessary legal framework to guide the CBs to fully implement the main contents of Basel II, as shown in the Scheme on restructuring the system of CIs associated with bad debt settlement in the period of 2016 2020, issued together with Decision No 1058/QD – TTg dated July 19, 2017 of the Prime Minister 13 However, there is no legal provision on the obligation to prove that after restructuring, the capital of the CBs has reached the capital adequacy ratio as Basel II and determined by the legal documents of Vietnam And in case, the CBs participating in the restructuring have not yet reached the capital adequacy ratio, will they be recognized as a successful restructuring? These contents need to be clarified in order for the CBs to have appropriate implementation solutions 2.2 Law on bad debt handling when restructuring the commercial banks 2.2.1 Law on bad debt handling in the case of self-restructuring of the commercial banks 2.2.1.1 Law on bad debt traders when restructuring the commercial banks Bad debt is determined by two methods: quantitative and qualitative methods According to the quantitative method, there are many criteria to determine bad debt According to the qualitative method, the law also provides many criteria to determine bad debt, however, the most basic criterion is that the debt is assessed by the CIs (including the CBs) as being unable to recover the principal and interest upon maturity; no longer able to recover, lose capital The Postgraduate believes that the determination of bad debt as mentioned in Resolution No 42/2017/QH14 of the National Assembly dated June 21, 2017 is reasonable with the actual operation of the CBs of Vietnam Firstly, documents and related papers of the debt purchased and sold under the security contract provided by the debt seller must fully and accurately reflect the actual status of the debt in accordance with the law Currently, according to the provisions of the CC in 2015, if a CB intentionally fails to provide sufficient documents and papers to the bad debt buyer, it is considered fraudulent when entering into a civil transaction Secondly, there is no written agreement that the debt cannot be traded With the current regulations, readers will find that as long as there is a written agreement on not being able to buy and sell debts between the CBs and anyone, such those debts and bad debts are not allowed to be traded This is inappropriate because only the CBs and the borrowers have the right to make such an agreement Thirdly, debt cannot be used to secure the performance of a civil obligation at the time of debt purchase and sale, unless the secured party agrees in writing to sell debt 2.2.1.2 Law on entities purchasing and selling bad debts when restructuring the CBs a Debt seller (the CBs with bad debts for sale): In bad debt trading activities, the CBs have the right to sell their bad debts to another entity, entering into a bad debt sales contract relationship This comes from the nature of bad debt trading, which is the purchase and sale of debt collection rights, it is a special type of asset recorded in the CC in 2015 b The current reality shows that although the law stipulates a variety of entities purchasing debt, currently, the participation as a bad debt buyer of the CBs mainly focuses on key entities such as: Asset Management Company under the CBs (abbreviated as AMC); Vietnam Asset Management Company of the CIs (abbreviated as VAMC) Therefore, the Postgraduate will focus on analyzing the legal provisions on the two entities purchasing debt mentioned above Firstly, the Asset Management Company under the CBs (AMC): Currently, in Vietnam, there are documents regulating the operation of AMC, which is Decision No 14 150/2001/QD-TTg dated October 05, 2001 of the Prime Minister on establishment of a asset management company of the CBs The SBV issued Decision 1390/2001/QD-NHNN on promulgating a charter form of the asset management company of the CBs The Ministry of Finance added Circular No 27/2002/TT-BTC stipulating financial regimes for AMCs, Circular No 09/2015/TT-NHNN regulating debt trading activities of CIs and foreign branches We have not yet determined AMC's position in bad debt handling, role of AMC needs to be specified, and at the same time it is necessary to clearly define the time limit for AMC to handle debts Secondly, Vietnam Asset Management Company of the CIs (abbreviated as VAMC): With the introduction of Resolution 42/2017/QH14 dated June 21, 2017 of the National Assembly, VAMC has assessed debts to classify customers into specific debt settlement measures From the results of debt analysis and classification, VAMC has coordinated with the CBs to implement debt settlement measures for selected customers Although many positive results have been achieved over the past time, however, the process of dealing with bad debts by trading bad debts is facing many obstacles due to the Covid-19 pandemic The SBV assessed: "Even, bad debts may be higher, affecting the restructuring and handling process of banks and the ability to recover weak banks" Thirdly, other organizations and individuals buying debt: In addition to professional debt trading companies, domestic and foreign organizations and individuals can participate in debt trading activities of the CBs Thus, the participation in bad debt trading activities of domestic and foreign individuals and organizations depends on the development perspective of the debt trading market of the State at each time In addition, the law needs to expand the right to participate in bad debt trading of non-professional organizations and individuals, which will create a lot of positive impacts, promote public and transparent bad debt trading relationships, and at the same time creating a diversity of entities participating in the debt trading market in Vietnam 2.2.1.3 Law on state management in bad debt trading activities when restructuring the commercial banks The entity that plays the most important role in the state management of bad debt trading when restructuring the CBs is the State Bank In addition to the remarkable successes, the state management in bad debt trading activities when restructuring the CBs in Vietnam also has certain limitations and difficulties Specifically: (1) State management in bad debt trading activities when restructuring the CBs still use a number of administrative measures such as: assigning targets for bad debt settlement, limiting entities participating in bad debt settlement; (2) The inspection of bad debt handling activities when restructuring the CBs of the SBV is sometimes still ineffective; (3) There has not been a unified management mechanism among agencies when conducting the management of bad debt trading activities when restructuring the CBs These limitations need to be improved in order for the state management of bad debt handling to achieve the best results 2.2.2 Law on conversion of bad debts into contributed capital when restructuring commercial banks Firstly, in the Project on Restructuring the system of CIs associated with handling bad debts for the period 2016-2020 approved by the Prime Minister under Decision No 1058/QD-TTg dated July 19, 2017 specifically identified the measures of handling bad 15 debts of commercial banks, including the solutions to convert bad debts into contributed capital for bad debts related to outstanding debts CBs are allowed to convert bad debts into contributed capital for bad debts of state-owned enterprises according to Decision No 1058/QD-TTg dated July 19, 2017 to settle bad debts At that time, CBs must ensure their compliance with the regulations on the limit on the ratio of capital contribution and share purchase stated at Article 129 of Law on CIs (Credit Institutions) 2010 Capital contribution and share purchase of a CB and its subsidiaries and affiliates in an enterprise must not exceed 11% of the charter capital of the enterprise receiving the contributed capital Secondly, the debt for equity swap of state-owned enterprises is stipulated in Decree No 64/2002/ND-CP issued on July 4, 2002 In addition, the Government continued to issue Decree No 69/2002/ND-CP dated July 12, 2002 on management and handling of outstanding debts for state-owned enterprises Accordingly, Clause 2, Article 12 of Decree No 69/2002/ND-CP stipulates that if an enterprise is carrying out its procedures for equitization, assignment and sale, in addition to the above debt freezing and forgiveness measures, the enterprise shall coordinate with CBs as creditors and organizations that have the function of debt sales to settle the remaining overdue principal in the direction of buying or reselling debt or converting debt into contributed capital of CB to a joint-stock enterprise in accordance with the law on capital contribution ratio Thirdly, the conversion of bad debts into contributed capital of CBs is also carried out in accordance with Decree No 60/2015/ND-CP amending and supplementing a number of articles of Decree No 58/2012/ND-CP guiding Law on Securities 2006 (amended and supplemented in 2010) on the basis of regulations that permit enterprises which are joint-stock companies to offer for sale, issue more shares and use those shares to exchange for debts of the issuers to the creditors 2.2.2.1 Law on conditions for the conversion of bad debts into contributed capital of enterprises in case of restructuring commercial banks The limit ratio of converting bad debts of CBs into contributed capital of an enterprise will not be allowed to exceed 11% of the charter capital of the enterprise receiving the contributed capital In fact, the State Bank of Vietnam, as a specialized state management agency in the field of finance and banking, has repeatedly issued draft guidelines for capital contribution and share purchase of CIs, including some related to conversion of bad debt For example, the first draft was consulted for completion in 2011, and October 2016, the State Bank of Vietnam continued to collect comments to complete this draft The draft content provides that CIs that are allowed to convert bad debts into contributed capital or buy shares must satisfy the following conditions: Firstly, can only be applied to debts of Group or debts that have been dealt with by risk provisions Secondly, CBs, once when conducting their restructuring by converting bad debts into contributed capital, must comply with prudential ratios before and after converting debts into contributed capital or buying shares, except for special cases when CBs are in the process of restructuring under the direction of the SBV 16 2.2.2.2 Law on the order and procedures for converting bad debts of commercial banks into equity in enterprises Currently, the regulation on converting bad debts into contributed capital has not yet had a specific guiding document This measure has just been outlined in the Project on restructuring CIs and handling bad debts of the Government in the 2016-2020 period, approved by Decision No 1058/QD-TTg dated July 19, 2017 From 2016 until now, the SBV has drafted and consulted to develop specific regulations to convert bad debts into contributed capital However, there has not been a written document adopted to specifically guide this issue Therefore, the quick completion of the legal regulations on converting bad debts into contributed capital to deal with bad debts is an urgent requirement in the current context 2.2.2.3 Law on state management in the conversion of bad debts into contributed capital when restructuring commercial banks The law has not specified the specific authority, functions and tasks for each management entity as well as the sanctions applied to handle violations of the law regarding the conversion of bad debts of commercial banks into equity of the enterprise Therefore, the debt for equity swap for CB’s debt still arises only very cautiously, and in specific cases, CBs will seek approval from the SBV 2.2.3 Law on handling bad debts in the case of special control, purchase, sale, consolidation, merger of commercial banks According to the provisions of Circular No 11/2019/TT-NHNN dated August 2, 2019, the Governor of the SBV has the authority to disclose information about CBs under special control In Circular No 04/2010/TT-NHNN dated February 11, 2010 stipulating the merger, consolidation and acquisition of CIs; Circular No 36/2015/TT-NHNN dated December 31, 2015 stipulating that the reorganization of CIs requires that merger, consolidation and acquisition contracts must be sent to creditors (including bad-debt-related creditors) With these regulations, the legislators have implicitly acknowledged the opinions of creditors, bad-debt-related creditors have no decisive significance in the merger, acquisition and consolidation of CBs That is completely appropriate, but it is very difficult, wasteful and unnecessary for CBs to announce contracts to each creditor Another content that the law still leaves open is how the value of bad debt is determined when buying, selling, merging, and consolidating CBs 2.3 Law on handling assets when restructuring commercial banks 2.3.1 Law on handling assets owned by commercial banks when restructuring commercial banks - Cases of transferring assets of CBs participating in restructuring include the following cases: (1) The State acquires a weakly performing CB for Vietnamese dong (special control); (2) Transfer of assets of CB upon purchase, sale, merger, consolidation The law has no regulations on the order and procedures for asset transfer when merging and consolidating CBs - Cases that not transfer assets of CBs participating in restructuring are cases where CBs self-restructured to operate better or where CBs sell a part of shares to a certain entity The law also has no specific regulations on determining the value of tangible and intangible 17 assets (such as technology, brands, trademarks, industrial inventions, etc.) of enterprises in general and CBs in particular 2.3.2 Law on handling collaterals when restructuring commercial banks 2.3.2.1 Law on handling collaterals when commercial banks self-restructure The process of handling collaterals in the case of CBs self-restructured complies with general regulations on handling collaterals In fact, the handling of collateral of CBs currently is not independent, but this is one of the activities of handling debts and bad debts Currently, the legal regulations that are in force on the handling of collaterals are mainly focused on CC (Civil Code) 2015, Decree No 21/2021/ND-CP dated March 19, 2021 stipulating the enforcement of Civil Code on obligation performance assurance a General provisions *Principles for handling collaterals - Ensure the legitimate rights and interests of the securing party and the secured party - Quick and timely handle, minimize costs during asset handling - Prioritize handling of collaterals as agreed by the parties - Clearly define and properly implement the authority to handle collaterals *Case of handling collaterals According to the provisions of CC 2015, CBs will handle the collaterals in the following cases: When the secured obligation is due, the obligor fails to perform or improperly performs the obligation; The obligor must perform the secured obligation before the time limit due to a breach of the obligation as agreed or prescribed by the law; In addition, in some other cases as agreed by the parties or provided for by the law, CBs will handle collaterals In fact, CBs mainly handle collaterals according to the first case *The process of handling collaterals Step 1: Notice of collaterals handling Step 2: Hand over collaterals for handling Step 3: Valuation of collaterals Step 4: Pay the amount obtained from the disposal of collaterals *Method of handling collaterals Currently, CC 2015 has regulations on basic methods of handling collaterals, including: Converting into assets of CBs; Sale of collaterals; Auction of collaterals The basic content of the law in this section is clarified by the Postgraduate in Section b (Special regulations) b Special regulations *For the case of converting collaterals into assets of CBs According to the provisions of Article 305 of CC 2015, this is called the procedure CBs “Receive the collaterals to replace the performance of obligations of the securing party” However, according to the provisions of law, CBs are only allowed to convert collaterals into their own assets with the written consent of the securing party (borrower) *For the case of sale, auction of collaterals The auction of collaterals must comply with the legal provisions on auction The sale of collaterals must comply with the provisions of CC 2015 In nature, the sale of assets or the auction of collaterals is the transfer of ownership of assets from the securing party to another If the transfer of ownership is normal, the owner has the full right to sell or auction 18 But because the collaterals are is to perform obligations with CBs, the owner’s rights transferred to CBs For the case of sale of collaterals, although CC 2015 stipulates: “After the results of the sale of assets are available, the asset owner and the party with the right to dispose of the asset must carry out the procedures as prescribed by the law to transfer the ownership of the assets to the asset purchaser” However, in many cases, asset owner fails to cooperate to transfer asset ownership to the purchaser, leading to great difficulties for CBs 2.3.1.2 Law on transfer of collaterals in case of special control, purchase, sale, consolidation, merger of commercial banks The transfer of collaterals is carried out by CBs together with the “package” with the transfer of debts and bad debts However, in this case, there are practical and legal issues incurred as follows and it is required to have regulations to adjust: - Do CBs have the right to transfer such collaterals? Because in fact, CBs are not the owners of these collaterals - Legal documents on mergers, acquisitions and consolidation of CBs lack regulations guiding how to determine the value of collaterals CONCLUSION TO CHAPTER Law on CIs 2010 (amended and supplemented in 2017) still lacks many regulations on restructuring of CIs (including CBs) in general, on FH in case of restructuring CIs (including CBs) in particular Many regulations on FH in case of restructuring CIs were adopted, quickly amended, supplemented and replaced, making it difficult to apply The law on handling of equity in case of restructuring CBs must ensure the provisions of law on legal capital (minimum VND 3,000 billion), the regulations on avoiding economic concentration, and the regulations to ensure maximum capital ownership ratio of shareholders after restructuring CIs Many regulations on capital mobilization of CBs are still inadequate such as not clearly specifying the rights and obligations of CBs and depositors, restricting the organization’s right to deposit savings, and regulations on sample contracts that are not close and strict However, what kind of documents CBs need to prepare in case of the sale and purchase of bad debts; lack of regulations to ensure effective operation of VAMC; the regulations to develop the bad debt market that are still absent, etc The law on handling collaterals when CBs self-restructure has many achievements, contributing to solving difficulties in handling collaterals for CBs However, the law related to this content still has many shortcomings such as: There are no coordination mechanisms between State agencies and CBs to request collateral owners and collateral managers to hand over collaterals to handle; lack of regulations on valuation of collaterals Chapter PERFECTING THE LAW ON FINANCIAL HANDLING IN CASE OF RESTRUCTURING COMMERCIAL BANKS IN VIETNAM AND IMPROVING ENFORCEMENT EFFICIENCY 3.1 Orientation to perfecting the law on financial handling when restructuring commercial banks in Vietnam and improving enforcement efficiency 19 3.1.1 Perfecting the law on financial handling when restructuring commercial banks and improving enforcement efficiency in order to institutionalize the viewpoints and guidelines of the Vietnamese Communist Party on restructuring commercial banks 3.1.2 Law on financial handling when restructuring commercial banks to be codified as required 3.1.3 Financial handling must be identified as the central task of restructuring commercial banks 3.1.4 The State is allowed to intervene in financial processing when restructuring commercial banks 3.1.5 Law on financial handling when restructuring commercial banks must be placed in the overall relationship with other legal fields and must be consistent with the requirements of international integration 3.2 Solutions to perfect the law on financial handling when restructuring commercial banks in Vietnam 3.2.1 Supplement of a number of articles to Chapter VIII of Law on Credit Institutions The legislators must develop a separate Chapter on restructuring CIs in Law on CIs: This chapter is renamed: “RESTRUCTURING CREDIT ORGANIZATIONS”; In particular, the provisions on FH are central with the main content including: Capital handling; Handling bad debts; and Asset handling Adopt a Decree guiding FH when restructuring CIs 3.2.2 Solutions to perfect the law on capital handling when restructuring commercial banks 3.2.2.1 Solutions to perfect the law on handling equity when restructuring commercial banks - Complete the regulations on charter capital in increase - Complete the regulations on the thresholds for notification of economic concentration when CBs conduct their restructuring - The law needs to stipulate more specifically on the manner and method of determining the value of shares when restructuring CBs - Complete the regulations on the capital ownership ratio of investors in CIs in general and in CBs in particular 3.2.2.2 Solutions to perfect the law on handling mobilized capital when restructuring commercial banks a Solutions to perfect the law on handling mobilized capital when commercial banks are restructured - The State needs to supplement the regulations on the rights and obligations of CIs (including CBs) and depositors in the deposit relationship - Complete the regulations on the form of deposit contracts at CBs - Complete the regulations for fee collection when using payment cards of CBs - Complete the regulations to allow organizations to participate in savings accounts - Lawmakers should anticipate a broader ceiling interest rate frame to apply when the economy is stable - The State needs to promulgate the legal regulations to perfect the legal regulations on capital mobilization by issuing valuable papers of CBs 20 b Solutions to perfect the law on handling mobilized capital when special control, purchase, sale, merger, consolidation of commercial banks - Complete the regulations on the obligation to disclose information of CBs to depositors, buyers of valuable papers and lenders to CBs - Clearly regulate on the settlement of benefits for depositors of CBs participating in restructuring - Complete the regulations to ban weak CBS from capital mobilization in some special cases 3.2.2.3 Solutions to perfect the law on capital adequacy ratio when restructuring commercial banks The State should clearly stipulate the responsibility to prove the capital adequacy ratio after restructuring CBs Accordingly, this obligation belongs to the CBs participating in restructuring 3.2.3 Solutions to perfect the law on bad debt handling when restructuring commercial banks 3.2.3.1 Completion of the law on handling bad debts in the case of commercial banks self-restructure a Completion of the law on bad debt purchase and sale when restructuring commercial banks - Specify in detail the types of documents that the bad-debt seller must provide to the bad-debt purchaser - Amend the regulations on conditions for debts for purchase and sale: “There is no written agreement on not being able to buy or sell debt” - Perfect the law to ensure effective operation of debt management and asset exploitation companies under CB (AMC) - Perfect the law to develop a healthy debt trading market b Perfecting the law on converting bad debts into contributed capital when restructuring commercial banks Firstly, the State promulgates a legal document guiding the conversion of bad debts into contributed capital in CBs - Any method of handling bad debts has advantages and disadvantages, so at the same time, we need to maintain many different bad debt handling measures - Countries around the world are still applying the method of converting bad debts into contributed capital This proves that this measure still brings certain benefits to the process of restructuring CBs - Many CBs of Vietnam have been using the method of converting bad debts into contributed capital (especially share swap - which is the collateral of bad debts into contributed capital) - When admitting to convert bad debts into contributed capital, the SBV must adopt a Circular guiding this detail Secondly, the basic content of the Circular on conversion of bad debts adopted by the SBV that need to be developed and completed include: - Complete the regulations on determining the ratio of bad debts allowed to be converted into contributed capital 21 - Complete the regulations on valuation of bad debts converted into contributed capital - Complete the legal regulations on classification of debts that CBs are allowed to convert into bad debts - It is required to supplement the law regulations related to supplementing the time of converting bad debts into contributed capital to ensure a roadmap for handling bad debts, to avoid protracted and incomplete handling 3.2.3.2 Perfecting the law on bad debt handling in the case of special control, sale, consolidation, merger of commercial banks - Complete the regulations on disclosure of information on mergers, acquisitions and consolidation of CBs for bad-debt-related creditors - The State needs to develop legal provisions for bad debt valuation, bad debt valuation criteria when buying, selling, merging and consolidating CBs 3.2.4 Solutions to perfect the law on asset handling when restructuring commercial banks 3.2.4.1 Perfecting the law on handling assets owned by commercial banks when restructuring The State needs to develop legal provisions to determine the value of assets owned by CBs participating in restructuring Accordingly, the law needs to develop criteria to determine the value of assets owned by CBs participating in restructuring and legal provisions to specify the process and procedures for transferring existing assets of CBs in case of merger, acquisition, consolidation 3.2.4.2 Perfecting the law on handling collaterals when restructuring commercial banks a Perfecting the law on handling collaterals in the case of self-restructured commercial banks - Complete the legal provisions on handing over collaterals for handling in order to protect the rights and interests of the secured party - Complete the regulations on the right to auction collaterals that have not yet been transferred - Adopt the regulations guiding the order and procedures for valuing collaterals in case CBs receive the collaterals themselves to replace the performance of obligations of the securing party - Supplement the regulations on cases where the securing party or owner of collaterals is unwilling to carry out the procedures for transferring the asset ownership to the secured party - The instructions as specified in Clause 3, Article 49 of Decree No 21/2021/ND-CP dated March 19, 2021 - Amend the transitional provisions in Decree No 21/2021/ND-CP dated March 19, 2021 providing for the implementation of Civil Code on obligation performance assurance - It is required to develop and complete the legal provisions on the order of handling collaterals in case of guarantee by mortgage of collaterals for loans b Perfecting the law on handling collaterals in the case of special control, purchase, sale, consolidation, merger of commercial banks - Disclosure of information on mergers, acquisitions and consolidation of CBs is done on the website of CBs, so creditors, owners, and collateral managers will have access 22 - The State needs to promulgate legal provisions to determine the value of collaterals because the correct determination of their value contributes to the correct determination of the value of the debt and shares 3.3 Solutions to improve the enforcement efficiency of legal provisions on financial handling when restructuring commercial banks - Strengthen the inspection and supervision of the SBV for FH activities when restructuring CBs - Improve the operational efficiency of other state agencies (not the SBV) that participate in the FH process when restructuring CBs - Develop a model of independent banking and financial appraisal organizations - Develop and strictly implement a mechanism that requires CBs to disclose operational information - Strengthen the propaganda on FH when restructuring CBs - CBs themselves also have to perfect themselves to speed up the FH process when restructuring CONCLUSION TO CHAPTER In Chapter of the Thesis, the author mentions orientations and solutions to perfect the law on FH when restructuring CBs and improve enforcement efficiency in practice The solutions proposed in Chapter of the Thesis must be implemented synchronously, quickly and in a timely manner The development and improvement of the law on FH when restructuring CBs in Vietnam and the improvement of enforcement efficiency in practice should follow the following orientations: Laws on FH when restructuring CBs are institutionalized, the viewpoints and guidelines of the Vietnamese Communist Party on restructuring CBs; Law on FH when restructuring CBs need to be codified; The State must define FH as the central task of restructuring CBs; The State is allowed to intervene in the FH process when restructuring CBs; Law on FH when restructuring CBs must be integrated with other legal fields and conform to the requirements of international integration, especially the International Conventions to which Vietnam is a member In Chapter of the Thesis, the author identifies the development and perfection of the law on FH when restructuring CBs must follow the roadmap Law on CIs needs to add more regulations on restructuring CBs (including CBs) On the basis of provisions in Law on CIs, competent State agencies need to adopt the written documents to specifically guide the content of FH when restructuring CBs (including CBs) The Postgraduate has proposed specific solutions to perfect the law on FH when restructuring CBs The groups of solutions include: Perfecting the law on capital handling when restructuring CBs; Perfecting the law on bad debt handling when restructuring CBs; Perfecting the law on asset handling when restructuring CBs In Chapter of the Thesis, the author also offers a number of solutions to improve the enforcement efficiency of the law on FH when restructuring CBs such as: Strengthening inspection and supervision by the SBV of FH activities when restructuring CBs; Improving the operational efficiency of other State agencies; Developing a model of independent banking and 23 financial appraisal organizations; Developing and strictly implementing a mechanism to require CBs to disclose information; Strengthening the propaganda on FH when restructuring CBs; CBs themselves also have to perfect themselves to speed up the FH process when restructuring CONCLUSION Restructuring CBs is an inevitable trend in the context that it is required to strengthen the financial system to promote socio-economic development From a legal perspective, it can be assessed that there has not been any systematic, comprehensive and profound research on the theoretical and legal status of FH when restructuring CBs This is the reason why the author selects the topic: “Law on FH when restructuring CBs in Vietnam” as his/her doctoral thesis In this thesis, the author furnishes his/her approach according to the criteria of FH activities and the content of the law on FH when restructuring CBs include: Law on capital handling when restructuring CBs; Law on handling bad debts when restructuring CBs; Law on handling assets when restructuring CBs In addition to the achievements, the law on FH when restructuring CBs still has many shortcomings It is these inadequacies that make it difficult for the restructuring activities of CBs The law on capital handling when restructuring CBs has not been able to solve the situation that the capital adequacy ratio in some weak CBs is not guaranteed The law has not solved the problem of bad debts thoroughly The law on handling collaterals has not yet created an environment for quick disposal of collaterals On the basis of the analysis of Chapters and 2, in Chapter 3, the author has proposed a number of solutions to perfect the law in this field and improve enforcement efficiency The group of solutions to perfect the law includes perfecting both in terms of form and content The solutions to improve enforcement efficiency are also developed based on the difficulties and inadequacies from practice and those contents have been pointed out very clearly by the Postgraduate in Chapter of the Thesis 24 DANH MỤC CÁC CƠNG TRÌNH KHOA HỌC CỦA TÁC GIẢ CÓ LIÊN QUAN ĐẾN ĐỀ TÀI LUẬN ÁN ĐÃ ĐƯỢC CÔNG BỐ Nguyễn Thị Hương (2020), “Pháp luật xử lý nợ xấu trình TCT NHTM Việt Nam - Kiến nghị hoàn thiện”, Tạp chí Giáo dục Xã hội, Số đặc biệt tháng 5/2020, tr 198-202 Nguyễn Thị Hương, Nguyễn Minh Hằng (2021), “Cơ sở lý luận pháp luật XLTC TCT NHTM Việt Nam”, Tạp chí Giáo dục Xã hội, 118(179), tr 8792 Nguyễn Thị Hương (2021), “Pháp luật xử lý vốn TCT NHTM Việt Nam”, Tạp chí Thanh tra, Số 04-2021, tr 37-40 Nguyễn Thị Hương (2021), “Thực trạng giải pháp hoàn thiện pháp luật XLTC TCT NHTM Việt Nam”, Tạp chí Nghề luật Nguyễn Thị Hương (2021), “Pháp luật Việt Nam XLTC TCT NHTM thông qua hoạt động mua lại sáp nhập”, Tạp chí Cơng thương Nguyễn Minh Hằng, Nguyễn Thị Hương (2021), “Pháp luật tỷ lệ an toàn vốn tối thiểu tái cấu trúc ngân hàng thương mại Việt Nam thời kỳ hội nhập quốc tế”, Hội thảo khoa học quốc tế - Pháp luật thời đại cách mạng công nghiệp lần thứ tư hội nhập quốc tế, Trường đại học Luật Hà Nội, tr 419-433 ... “Pháp luật tỷ lệ an toàn vốn tối thiểu tái cấu trúc ngân hàng thương mại Việt Nam thời kỳ hội nhập quốc tế”, Hội thảo khoa học quốc tế - Pháp luật thời đại cách mạng công nghiệp lần thứ tư hội... (2021), “Cơ sở lý luận pháp luật XLTC TCT NHTM Việt Nam? ??, Tạp chí Giáo dục Xã hội, 118(179), tr 8792 Nguyễn Thị Hương (2021), “Pháp luật xử lý vốn TCT NHTM Việt Nam? ??, Tạp chí Thanh tra, Số 04-2021,... by author Anh Khoa: “Nợ xấu VAMC” (Bad debt and VAMC) posted on Website: tapchitaichinh.vn, date: June 29, 2019 - Mr Minh in the article: “Tìm giải pháp để tái cấu, xử lý nợ xấu ngân hàng cần