New provisions cover private placement of securities, public offers, disclosure requirements, and professional operations of securities companies and fund management companies.

The new law expands the definition of "issuing organisation" from "an organisation making a public issue of securities" to "an organisation making an issuance of securities", thereby including private placement of securities within the scope of the definition.

The law also sets specific conditions on the private placement of securities by a public company. Accordingly, a public company may only carry out a private placement of securities upon satisfaction of the following conditions: (i) approval by a General Meeting of Shareholders and the Board of Management on the offer plan and the use of proceeds from the offer; (ii) the transfer of privately-placed shares and convertible bonds must be limited for at least one year from the date of the issue, except for cases of private placement of shares with company employees, the transfer of securities from an individual to a professional securities investor, the transfer of securities between professional securities investors under a decision of a court, or an inheritance in accordance with law; and (iii) each tranche of privately-placed securities or convertible bonds must take place at least six months apart.

With respect to public offers, the amended law adds the condition for a public offer of shares that a public company registering a public offer must commit to list such shares on an organised securities market within one year of the issue date, as approved by the General Meeting of Shareholders.

Two types of offers to acquire shares must also be made by a public offer under the new law are the acquisition of an organisation, individual or related person owning more than 25 per cent of voting shares or investment fund certificates of a public company, a closed investment fund of: (i) more than 10 per cent of currently circulating voting shares or investment fund certificates of such public company or closed investment fund; and (ii) 5-10 per cent of voting shares or investment fund certificates of such public company or closed investment fund within less than one year as of the completion date of the previous tranche.

Among new disclosure provisions in the law, a public company must disclose (i) its six-month financial statements as examined by an independent auditing company or an approved auditing organisation, (ii) its quarterly financial statements, and (iii) the resolution of the Annual General Meeting of Shareholders.

While the Law on Securities provides timelines for a public company to make an extraordinary disclosures of information – 24 hours from the occurrence of one of the events stipulated in Article 101.2 and 72 hours from the occurrence of one of the events stipulated in Article 101.3 – the new law also includes a paragraph specifying events in which a public company must make an extraordinary disclosure without a timeline for such disclosure.

Finally, the new law provides that a securities company can act as a trustee for an invidual investor to manage a securities trading account. A fund management company shall be permitted to give advice on securities investments in addition to its regular activities managing an investment fund or portfolio. These provisions keep pace with both the law and reality in Viet Nam./-VNS