Reputational damage may be claimed and recovered under Vietnamese law as a result of a breach of commercial contract This is because Vietnamese law allows for the claiming of moral damages, including those caused by the infringement of reputation, as a result of a breach of contract Reputational damage may be considered "actual and direct loss" under Vietnamese law if it is directly caused by the breaching party While individuals may be able to claim for reputational damage, it is not clear if companies can do so as well There is no specific guidance on how to assess reputational damage arising from a breach of contract in Vietnamese law, but the court may need to apply regulations on compensation for non-contractual damages by analogy.

Vietnamese law does not have a clear concept of liquidated damages, but there are provisions that support their use and some international treaties that allow for them. Parties to a contract can agree on the amount of damages for a breach of obligation under Article 360 of the Civil Code 2015. The Commercial Law 2005 allows for parties to reach agreements that are not inconsistent with law and social ethics. Agreements on damages reached during a conciliation meeting in civil disputes must be recognized by the court. Some international treaties, including the United Nations Convention on Contracts for the International Sale of Goods, the Agreement on Trade-related Aspects of Intellectual Property Rights, and the Agreement between the United States and Vietnam on Trade Relations, include the concept of liquidated damages or allow for parties to agree on them. Circular 14/2015 of the Ministry of Transport provides for "non-refundable fixed compensation" in the event of denied boarding, flight cancellations, or long delays, which can be considered a form of liquidated damages. Decree 37/2015 encourages the use of FIDIC conditions of contracts for construction projects using state capital, which may include agreements on liquidated damages under the delay damage clause. The Commercial Law 2005 allows for the enforcement of an agreement on liquidated damages if it meets certain conditions, including being in writing, reasonable, and not violating any provisions of law or social ethics. In practice, some courts in Vietnam have not recognized and enforced agreements on liquidated damages due to the lack of clear legal grounds for them. It is advisable for parties to carefully consider the enforceability of such agreements in Vietnam.

By default, the governing law for contracts between a foreign-owned company and other companies in Vietnam is Vietnamese law. The 2020 Investment Law allows for the parties to choose foreign governing law for contracts relating to "business investment activities" if it is not inconsistent with Vietnamese law. The 2015 Civil Code and 2005 Commercial Law allow for the parties to choose foreign governing law for contracts with a "foreign element," which includes: At least one party being a foreign individual or legal entity The establishment, modification, implementation, or termination of the contract occurring in a foreign country The subject matter of the contract being located in a foreign country To introduce a foreign element into a contract, a foreign-owned company could add a foreign investor as a sponsor/guarantor for their obligations.

There is ambiguity in Vietnam's foreign exchange regulations regarding whether a Vietnamese individual can provide a guarantee for the obligations of a non-resident (a "non-resident guarantee"). Some argue that such a guarantee is not subject to the foreign exchange regulations because it does not physically involve foreign exchange, while others believe it is subject to the regulations because it involves a non-resident party. There are also practical issues that may arise if a non-resident party is the beneficiary of a non-resident guarantee provided by a Vietnamese individual, such as the inability to remit the guaranteed amount offshore through a bank. It is advisable for Vietnamese individuals to seek legal advice before providing a non-resident guarantee.

In Vietnam, mortgage over receivables (a type of mortgage in which a person pledges the right to receive payment from a debtor as security for a loan) does not require consent from the debtor, but the debtor must be notified by the secured party (the lender). According to Article 33 of Decree 21/2021, this notification requirement may be a requirement for creating a mortgage over receivables, but it is unclear whether failing to comply with this requirement would render the mortgage ineffective. However, Article 54.2 of Decree 21 states that the secured party has the right to request payment from the debtor and the debtor can request proof of the secured party's rights, rather than being able to refuse to pay. Additionally, enforcement of a mortgage over receivables may involve a transfer of the right to request payment from the secured party to the lender, and under Article 369.1 of the Civil Code 2015, the debtor can refuse to pay the transferee if they have not received notice of the transfer and the transferee has not proven the authenticity of the transfer. If the debtor has not settled the relevant receivable and the mortgage is enforced, the secured party may be entitled to payment as long as they can prove the transfer.

It is uncertain whether the General Shareholder's Meeting (GSM) of a joint stock company (JSC) in Vietnam can delegate its power to the Board or to what extent it can do so Article 15.4 of Decree 156/2020 imposes a penalty on the Chairman of the Board if he/she does not report to the GSM on the implementation of the GSM's resolution, unless authorized by the GSM, suggesting that the GSM may delegate power to the Chairman of the Board Decree 155/2020 stipulates that the GSM of a public JSC may delegate the Board to decide on certain matters related to the issuance of securities by a public JSC under the authority of the GSM The State Securities Commission of Vietnam has issued an official letter stating that the GSM of a public JSC may not delegate power to the Board according to Articles 138.2 and 167.4 of the Enterprise Law 2020 Under the Enterprise Law 2020, various authorities of the GSM are "obligations" that cannot be transferred without the consent of the relevant obligees under the Civil Code 2015 It is unclear whether the company charter of a public JSC can restore the GSM's authorities that may be delegated to the Board under Decree 155/2020 Some argue that the provisions of Decree 156/2020 and Decree 155/2020 allow the GSM of a JSC to delegate power to the Board, although this argument may be challenged in practice.

It is not clear whether non-contractual claims (i.e., claims not based on a breach of contract) can be settled through commercial arbitration in Vietnam The Law on Commercial Arbitration 2010 does not exclude non-contractual claims from being settled through commercial arbitration as long as there is an arbitration agreement between the parties and at least one party is involved in commercial activities However, the Civil Procedures Code 2015 divides disputes into "commercial" and "civil" categories, with "commercial" disputes to be handled by commercial courts and "civil" disputes, which include non-contractual claims, to be handled by civil courts Some argue that the terms "commercial disputes" in the Law on Commercial Arbitration 2010 should be interpreted to mean disputes classified as "commercial" under the Civil Procedures Code 2015, which do not include non-contractual claims If a liberal interpretation of the Law on Commercial Arbitration 2010 were applied, it could be used to settle any kind of dispute involving a commercial entity as long as there is an arbitration agreement The Supreme Court of Vietnam has indicated in training materials that non-contractual claims cannot be settled through commercial arbitration in Vietnam.

In October 2022, the Vietnamese Supreme Court issued Precedent 55/2022 which recognized the validity of an unnotarized contract for the transfer of land use rights The contract in question was signed in 2009 and involved the transfer of a piece of land that was to be allocated to the seller by the government under a land compensation scheme The seller received the land use right certificate for the transferred land in 2016 and the buyer paid around 90% of the sale price and leased the land to a third party The seller later refused to register the transfer and claimed that the contract was invalid because it was not notarized The Supreme Court upheld the lower court's decision to recognize the validity of the contract because the parties had performed two-thirds of their obligations under the contract, as required by Article 129.2 of the Civil Code 2015 Precedent 55/2022 suggests that Article 129 of the Civil Code 2015, which took effect in 2017, can be applied to contracts entered into and performed before that date, and that the transfer of "future land use rights" may be valid if the land use right certificate is obtained at the time of the dispute.

Two companies Van Thinh Phat and Tan Hoang Minh are being charged with fraud in Vietnam for allegedly issuing fraudulent corporate bonds and appropriating bond issuance proceeds from bondholders Under Vietnamese law, only individuals can be convicted of the crime of fraud, not companies To be convicted of the crime of fraud, the accused must have the intention to appropriate the property of others, and must obtain all three elements of ownership (possession, use, and disposal) If the accused only obtains one or two elements of ownership, it is not considered a crime of fraud The accused must have the intention to appropriate the property before using fraudulent means to do so The accused must commit the fraudulent act before the owner delivers the property to them If the accused commits the fraudulent act after acquiring the property, it may be considered the crime of "abusing trust to appropriate property" under a different provision of the penal code

Vietnam's households are getting smaller, with the average size decreasing by around 20% over the past two decades. The number of people aged 60 and over is expected to increase by five million, and seniors are expected to account for more than 17% of Vietnam's population by 2030. Digital natives, including members of Generation Z and millennials, are expected to account for around 40% of Vietnam's consumption by 2030. Economic empowerment of women is expected to lead to increased purchasing power and new consumption patterns. The geographic distribution of spending is expected to become more widespread, with growth in smaller cities as well as major cities.

Vietnam's middle class is expected to continue growing over the next decade, becoming more diverse and spreading out geographically. The country's strong manufacturing sector, foreign direct investment, and rising productivity have contributed to a GDP growth rate of 5% per year over the past 20 years. Despite the ongoing challenges of the COVID-19 pandemic, Vietnam's economy is expected to continue expanding as incomes rise and consumption increases. Over the next decade, 36 million more consumers may join Vietnam's consuming class, which is defined as those who spend at least $11 a day in purchasing power parity terms. Urbanization is expected to contribute to income growth, with Vietnam's urban population expected to increase by 10 million over the next decade and cities contributing around 90% of all consumption growth. The middle class is expected to grow in both major cities like Hanoi and Ho Chi Minh City, as well as smaller cities like Can Tho, Da Nang, and Hai Phong.

Developing a distribution network for soft drinks in a fragmented market like Vietnam can be challenging, but there are several strategies that you can use to increase your reach and access to customers: Identify key distribution channels: Research the different distribution channels that are available in the market, such as supermarkets, convenience stores, and restaurants, and determine which ones are the most appropriate for your products. Establish relationships with key retailers: Build relationships with key retailers, such as supermarkets and convenience stores, and negotiate favorable terms for distributing your products. Utilize distribution agents: Consider using distribution agents or wholesalers to help distribute your products to a wider range of retailers. Develop a strong online presence: In today's digital age, it is important to have a strong online presence, especially in a market like Vietnam where e-commerce is growing rapidly. Consider setting up an online store and using social media to promote your products. Partner with other companies: Consider partnering with other companies, such as beverage manufacturers or distributors, to expand your distribution network. Invest in marketing and promotion: Use marketing and promotion to build brand awareness and drive demand for your products. This can include advertising, promotions, and partnerships with influencers or events.

Here are the top 10 oil and gas companies in Vietnam, based on their production and reserves: Vietnam Oil and Gas Group (Petrovietnam): Petrovietnam is the state-owned national oil and gas company of Vietnam, and it is involved in all aspects of the oil and gas industry, including exploration, production, refining, and distribution. Vietgazprom: Vietgazprom is a joint venture between Petrovietnam and Russia's Gazprom, and it is involved in the exploration, production, and development of oil and gas fields in Vietnam. Vietsovpetro: Vietsovpetro is a joint venture between Petrovietnam and Russia's Zarubezhneft, and it is involved in the exploration and production of oil and gas in Vietnam. Petrovietnam Exploration Production Corporation (PVEP): PVEP is a subsidiary of Petrovietnam, and it is involved in the exploration and production of oil and gas in Vietnam. Petrovietnam Drilling and Well Services Corporation (PV Drilling): PV Drilling is a subsidiary of Petrovietnam, and it provides drilling and well services for the oil and gas industry in Vietnam. Petrovietnam Technical Services Corporation (PTSC): PTSC is a subsidiary of Petrovietnam, and it provides technical services, including engineering, procurement, and construction, for the oil and gas industry in Vietnam. Hoang Long Joint Operating Company (HLJOC): HLJOC is a joint venture between Petrovietnam and a number of international oil and gas companies, and it is involved in the exploration and production of oil and gas in Vietnam. Vietnam National Oil and Gas Group (PVN): PVN is a state-owned enterprise that is involved in the exploration, production, and distribution of oil and gas in Vietnam. PetroVietnam Gas Corporation (PV Gas): PV Gas is a subsidiary of Petrovietnam, and it is involved in the distribution and sales of natural gas in Vietnam. Vietnam National Chemical Group (Vinachem): Vinachem is a state-owned enterprise that is involved in the production and distribution of chemicals, including petrochemicals, in Vietnam.

Nuclear fusion, which is the process of combining atomic nuclei to release energy, has the potential to revolutionize the global energy market and have a significant impact on the economy. If successful, nuclear fusion could provide a virtually limitless source of clean, safe, and affordable energy. This could have a number of economic benefits, including: Reducing reliance on fossil fuels: Nuclear fusion could reduce our reliance on fossil fuels, which are a finite resource and contribute to climate change. This could lead to lower energy costs and a more stable energy market. Creating new jobs: The development and deployment of nuclear fusion technology would create new jobs in research, engineering, construction, and other fields. Boosting economic growth: Access to cheap and reliable energy is a key driver of economic growth. By providing a new source of energy, nuclear fusion could help stimulate economic growth and development. Reducing carbon emissions: Nuclear fusion produces no carbon emissions, which could help reduce the negative impact of human activity on the environment and mitigate climate change. However, it is important to note that nuclear fusion is still in the early stages of development, and it remains uncertain when or if it will be able to be commercialized on a large scale. As such, the full extent of its economic impact is difficult to predict.

A Federal Reserve (FED) rate hike can affect the Vietnamese economy in several ways: Exchange rate: A FED rate hike can lead to an appreciation of the US dollar, which can make Vietnamese exports more expensive for foreign buyers and reduce demand for Vietnamese goods. This can lead to a decline in exports and a slowdown in economic growth. Inflation: A FED rate hike can lead to an increase in the cost of borrowing, which can lead to higher prices for goods and services in Vietnam. This can lead to an increase in inflation, which can be a concern for the Vietnamese government. Investment: A FED rate hike can make it more attractive for investors to put their money into US assets, which can lead to a decline in foreign investment in Vietnam. This can reduce the inflow of capital and have a negative impact on the Vietnamese economy. Overall, a FED rate hike can have a number of implications for the Vietnamese economy, and it's important to carefully consider these factors if you are doing business in Vietnam.