IPO & Capital Raising

A company’s initial public offering (IPO) is a transformational event in its growth, whether it has a history of operations or is a startup venture. Apolat Legal understand the IPO process and use our experience and relationships to assist our clients across a full range of industry sectors in choosing the most appropriate course of action to achieve their IPO objective.

Apolat Legal is highly proficient in assisting and advising our clients on the legal frameworks surrounding listed shares, bonds and long-term investments. We provide legal advice and compliance services for our clients on laws, decrees, exchange listing rules , circulars, guidance and regulations in relation to listing on the stock market and IPO process collectively; listing requirements; takeovers of public companies; filings; delisting and relevant matters. We are also specialized in legal and regulatory affairs and our services in relation to takeover included due diligence; negotiations; transactional services; and delisting.

The protection and enhancement of our clients’ legal interests is always Apolat Legal’s overriding concern. We work together with clients to create a tailored issuance concept for clients’ successful placement on the stock exchange.


Dinh Quang Long

Managing Partner

Pham Hong Manh

Senior Partner


Some Remarks For Enterprises When Using Form-based Contracts

Creating a form for contracts to execute in business activities has become more and more familiar for enterprises in Vietnam. However, with a developing economy as Vietnam, the number of small and medium-sized enterprises has still made up a large proportion of the business community, in which, small and micro-sized enterprises account for the majority, more than 98% of the total of small and medium-sized enterprises, the majority of enterprises do not care much about the legal nature of form-based contracts that they’re using. A contract is just simply a “piece of paper” for the parties to legalize their transaction, or to facilitate tax declaration… On the contrary, there are also numerous enterprises that have built up a set of form-based contracts or even a common set of rules, which record the main contents of services or products they provide. The use of form-based contracts has helped enterprises to adapt better to the requirement of shortening the preparation time to execute such contracts. However, using form-based contracts without acknowledging their attached conditions could lead enterprises to adverse consequences.

Normally, a simple contract form of an enterprise just briefly records only the main contents related to goods/services or payment, with the thought that both parties agree to enter into the contract, sign the contract then the contract will automatically take effect without regard to the conditions on the subject, content and form of the contract as prescribed in specialized laws. People merely focus on the participants’ capacity and the voluntary will of the parties when entering into a transaction. Such individuals innocently believe that as long as the parties together agree to enter into a contract and sign in it, the contract shall automatically become effective. They, however, forget that the Civil Code is only a common law, enterprises must also check on the provisions prescribed in specialized laws depending on each specific case.

Firstly, enterprises should determine whether the form-based contract used is subject to the Law on the protection of consumers’ rights or not.

There is a variety of forms of contracts, economic contracts, business cooperation contracts, etc. In the relationship of supplying goods and/or services with consumers, a contract composed by organizations or individuals trading goods and/or services to do business with consumers is also considered as a form-based contract (Clause 5 Article 3 Law on the protection of consumers’ rights 2010) in which consumers are people purchasing or using goods and/or services for personal use or using for families or organizations, and organizations, individuals trading goods and/or services are any organization, individuals performing one, several or all of the stages of the investment process, from production to sales of goods or supply of services in the market for profit. Please notice that contracts entered into for business purposes or profit of individuals, organizations are not included in this.

In the relationship with the goods sellers/ services suppliers, consumers are deemed to be the weaker party. Hence, the Law on the protection of consumers’ rights contains a lot of provisions to protect the consumers’ rights that enterprises need to remark, specifically some as follows:

(i) Terms of the contract concluded and general trading conditions with consumers shall have no effect as prescribed in Article 16 Law on protection of consumers’ rights, in which there are some common problems that enterprises often encounter:

  • Excluding liability of organizations or individuals trading goods and/or services to consumers as prescribed by-laws;
  • Restricting or excluding the right to complain and take lawsuits by consumers;
  • Allowing organizations or individuals trading goods and/or services to unilaterally change the conditions of the contract agreed in advance with the consumers or the rules, regulations for good sales or service supply applies to consumers when buying and using goods and/or services do not specifically indicate in the contract;
  • Allowing organizations or individuals trading goods and/or services to unilaterally determine the consumers who fail to perform one or several obligations;
  • Allowing organizations or individuals trading goods and/or services to set forth or change the price at the time of delivery of goods or providing of services.

There have been so many cases that occurred in which enterprises encountered the aforementioned prohibitions of law and had to accept the contract cancellation, returned fees received and compensated consumers for the damage when disputes happened.

(ii) Secondly, regarding the time to review contracts: the Law on consumer protection rights also regulates that when signing the form-based contract, organizations or individuals trading goods and/or services must give reasonable time for consumers to consider the contract. Organizations or individuals trading goods and/or services must keep the concluded form-based contract until the contract expires (Article 17 Law on protection of consumers’ rights). 

(iii) In terms of general trading conditions: Organizations or individuals trading goods and/or services using the general trading conditions is obligated to publicly announce the general trading conditions prior to the transaction with the consumers and such conditions must be listed at a convenient place within the location of the transaction so that consumers can see.

Secondly, regarding the form of a contract.

In accordance with Clause 2 Article 117 of the Civil Code, the formality of a civil transaction is the condition for its effectiveness in cases where it is required by law. Therefore, when using a contract, enterprises should also carefully remark to check on the type of contract being used and collate with the relevant regulations if there is any obligations on the formality that must be complied, for example:

1.  According to the provisions of the law on consumer protection: Organizations and individuals trading in goods and services on the List of essential goods and services such as insurance, credit, internet, purchase and sale of apartments, etc. must register the form of contract, general transaction conditions with the competent state management agency in charge of protecting the interests of consumers.

2.  In accordance with the law on real estate business: Real estate business contracts must be made in writing. The notarization and authentication of contracts shall be agreed upon by the parties, except for cases where organizations, households and individuals sell, transfer, lease, or lease-purchase real estate on a small scale, irregularly; the contract in those cases must be notarized.

The benefits of using form-based contracts in business activities of enterprises are undeniable, but be a savvy trader and carefully ascertain legal issues relating to such contracts before signing to avoid “money to burn.”

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.


“Cover” Song/Music, Some Issues To Note About Intellectual Property

In the context of opening up for integration and international exchanges taking place more and more widely, Vietnam’s music market has become vibrant with developing a series of young musicians, new singers, performance companies and performance organizations. The renewal of the popular song or remake (also known as a “cover”) the most favorite song also become “prevailing.” A young person needs to have a good voice, choose a famous song/music in the past or present, remix and sing in their creative way and post it on music service website, social networking website… This is a fast way to enter the music field. Moreover, the introduction from Chinese and Korean music and loving this music made many Chinese and Korean music translated or written new lyrics and re-presented. In music, it is not uncommon for many people to perform the same song at the same time. It is not bad to “cover” a song/music and “cover” a song/music to help the song be more widely spread in the music market. However, “cover” does not mean that the “cover” organization or individual can do whatever they want, even for non-commercial purposes, but that “covering” a song/music must respect the copyright of the original work and comply with the provisions of the laws.

When is a song/music protected by copyright?

A musical work (or a song/music) is the subject of copyright protection. According to the provisions of the Intellectual Property Laws, a musical work is a work expressed in the form of musical notes in a piece of music or other musical characters or fixed on phonograms or video recordings with or without lyrics, regardless of performance or non-performance. The copyright of a musical work arises since the work is created and expressed in a certain physical form, regardless of content, quality, form, medium, language, published or unpublished, registered or unregistered.

Thus, a song/music is protected by copyright as soon as the author composes it without copyright registration. Accordingly, the authors and copyright owners will have the rights as prescribed by laws: moral rights (the right to name the work, to put real or pseudonyms on the work; to have real names or a pseudonym when the work is published and used; to publish the work or allow others to publish the work; to protect the integrity of the work, not allow others to modify, mutilate or misrepresent the work in any way any form that is detrimental to the honor and reputation of the author …) and property rights (the right to do derivative works; public performance of works, reproduction of works; distribution, importation of the original works. or copies of the work; to communicate the work to the public by wire, radio, electronic information networks, or any other technical means; rent the original or copy the cinematographic work, program computer program…).

Some notes when performing or “covering” a song/music

According to the reality happening in the music market, we can divide the “cover” of a song/music into two forms as follows (i) “Cover” a song/music without making any changes to the content and tone of the original work; (ii) “Cover” the song/music but fundamentally changing the melody/lyrics of the original work or translating or writing new lyrics and re-presented based on Chinese and Korean music.

The form of “covering” a song/music without changing the content and melody of the original work is the re-presentation of the original work and the use of different alternative instruments such as guitar, piano. …. Then, they will upload the covered version to music services or social networking websites. This is the act of “public performance of the work” – an exclusive right of the work’s property rights granted by-laws to the copyright owner. Accordingly, the copyright owner has the exclusive right to perform or permit others to perform the performance of the work directly or through sound recordings, video recordings or any other technical devices accessible by the public. When organizations and individuals exploit and use this right, they must ask for permission and pay royalties and remunerations to copyright owners. Therefore, performing “cover” and downloading “cover” on music services or social networking websites, “cover” performers must obtain permission and pay royalties and remunerations to copyright owners. At the same time, they must ensure not to damage the honor and reputation of the authors. 

For the form of “covering” a song/music but having a fundamental change in the melody/lyrics of the original work or translating or writing new lyrics and re-presented based on Chinese and Korean music. This can be seen as performing a “derivative work,” an act permitted by laws. However, when doing derivative works, the performer needs to meet some conditions as follows:

  • The permission of the authors, the copyright owners;
  • Without prejudice to the copyright of the original works;
  • Paying royalties, remuneration and other material benefits to the copyright owners.

In addition, the cover works in this form will be protected by copyright in the form of derivative works of the covered work if they fully comply with the conditions prescribed by laws. 

Besides, individuals and organizations performing a “cover” of a song/music are not required to ask permission of the authors or copyright owners and do not have to pay remuneration, royalties, etc. to the copyright owners in some cases as follows:

  • Translating works into braille or other languages ​​for the visually impaired;
  • Using for scientific research, personal teaching, or performance in cultural activities, propaganda and promotion without collecting money in any form;
  • The original work has become a work of the public (after the expiration of the term of protection of the work, which is 50 years from the date of the authors’ death).

However, even when performing “cover,” using in any case, the performer needs to ensure that it does not affect the normal exploitation of the song/music of the copyright owners; does not infringe upon the rights of the authors, the copyright owners and must fully state the author’s name, origin, and origin of the song/music.

Music is a creative artistic activity. Each song/music will have its style of musicians and singers. Vietnamese music can affirm its position and achieve outstanding achievements in the world music market. Respecting copyrights and respecting authors’ creativity is one of the most critical factors. Before performing “cover,” using or acting related to copyright in particular and intellectual property rights in general, we must consider whether our act requires permission from the authors, whether royalties are required to be paid to the copyright owners or any intellectual property rights are infringed. We can take reasonable actions to ensure compliance and respect for the authors’ creative spirit, the copyright owners’ effort and money, who created the works.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.


E-commerce in Vietnam: The responsibilities of foreign companies for data privacy

At the present, Decree No. 52/2013/ND-CP regulating e-commerce activities is bound only to Vietnamese entrepreneurs or legal entities based in Viet Nam. Yet, the scope is anticipated to be expanded under the newest draft aiming to amend and supplement this decree. Specifically, the governed subjects will include foreign non-based companies in Viet Nam.

Thus, in addition to conditions on investment and incorporation, regulations on data privacy protection stand an issue that foreign companies must take into serious consideration in the very first place. 

1. Vietnamese laws on data privacy

Personal information in the e-commerce field includes names, ages, residential addresses, phone numbers, medical records, transactions and payments, and other information that individual wishes to keep confidential. Nevertheless, this definition is exclusive of business information and other pieces of information that people already disclose on media by themselves.

The definition does not cover data like fingerprints, facial features, or irises, although they are indeed disclosed in non-cash payment or signing in applications quite often. Under the Law on Cyber Information Security 2015, personal data is also defined that attaches to the identification of a specific person. Accordingly, this definition may be interpreted in the way that biological recognition characteristics shall be deemed as personal information.

2. Overview of noteworthy issues

First and foremost, an e-commerce company must proclaim a policy on data privacy (or personal information) protection, which shall include the following contents:

(i) Purposes of collecting, the scope of use, and the storing period. Except being separately agreed between the e-commerce company and a user on the purpose and scope, or for providing products or services at specific requests of the user, or is required by laws, the e-commerce company must not utilize collected data beyond the published purposes and the scope;

(ii) Individuals or organizations who may be entitled to access the data; 

(iii) The address of the organization that collect and manage the data, including contact methods so that consumers may inquire about the collection and data process activities; 

(iv) Manuals and tools for users to access and edit their data. 

The policy must be presented to users before or at the time their data is collected, or displayed at a visible spot on the website of the company. 

Secondly, the company must establish a mechanism that allows users to express their consent on the data collection. Such a mechanism may be performed through the website of the company, emails, messages, or other methods agreed between the parties. At the same time, another particular mechanism must be set up which enables users to allow or not allow the company to use their information in the following circumstances:

(i ) Sharing, disclosing, or transferring the information to a third party; or

(ii) Advertising, introducing products or services, and sending other pieces of commerical information. 

The third one is that the company must build a complaint settlement mechanism in relation to events where data privacy is utilized beyond the purpose and the scope of the data collection policy. In the case where the information system is attacked, leading to the potential risk that the user’s data is stolen, the company must announce to authorities within 24 hours as the incident is detected. Nonetheless, the announcement is seemingly not a condition upon which the company is exempted from liabilities where the incident causes damages to the users. 

An e-commerce company is not required to locate its sever in Viet Nam to store data of Vietnamese users, despite according to laws, an e-commerce company that collects, exploits, analyses, and processes the Vietnamese user’s data must establish a branch or representative office in Viet Nam to store the accumulated data. As a matter of fact, the implementation of the mentioned regulation has been kept silent and awaits guidance enacted by the government of Viet Nam. Accordingly, the draft of the decree detailing the implementation of the Law on Cybersecurity updated to 31 October 2018, an e-commerce company must have a branch or representative office based in Viet Nam to archive data under the following cases: 

(i) The company let its users conduct acts of infringing on national security and public order; violating ethics, fine customs and traditions, committing cybercrimes. namely terrorists, raids, espionage, etc., or sabotaging the national security information system; and

(ii) The company directly acts against the operation of the network security force, or illegally disables network security protection measures; or

(iii) The company violates regulations on authentication of user information, or prevents sharing or removing information in violation of legal regulations at the request of competent state agencies.

In conclusion, as the increasingly stricter requirements of the government concerning data privacy, along with the greater awareness of Vietnamese internet users to this issue, e-commerce companies must land a transparent and effective protective system of user’s data to gain a complete trust of users in addition to the quality of products and services. Besides, e-commerce companies may want to consult with licensed local counselors about laws on data privacy prior to launching any project. This is because regulations on this matter are being in the middle of the way to consistency since provisions of the latest sets of legislation and former ones are seemingly overlapped and cause confusion in the application.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.


What the work-from-home model means for company’s trade secret

During the COVID-19 pandemic, remote working has been increasingly applied by employers to facilitate a safe workplace and, on the other hand, keep the continuity of business. According to a survey, before the outbreak of Covid-19 pandemic, many organizations had been already applying remoted working. Then, when the pandemic struck, 88% of the world’s organizations implement work-from-home model. 

Although remote working becomes a hot topic due to the pandemic, it is believed that the pandemic has made working culture in many industries changed and teleworking model may be continually popular in post-pandemic. Indeed, a survey showed that 60% of those working from home would like to continue to work from home after restrictions on businesses have been lifted.

Nonetheless, remote-based work settings may pose intentional and unintentional threats to employers’ intellectual property (IP). In this context, company’s internal agreements and policies related to IP management and protection that used to be designed based on a controlled traditional workplace environment may need to be modified in order to adapt to the changing business environment. 

Given that maintaining secrecy is one of the core requirements for trade secret title, the following practices that can be seen when an employee is remotely working may raise potential risks to the trade secret status of information, including:

  • The works may be popularly conducted on personal devices via unsecured connection (public wifi), such as personal cellphones, laptops, … This may make important IP become vulnerable before cyber attacks. 
  • The works, internal meetings, or working calls may be conducted in spaces wherein other persons (family members, roommates, visitors, …) may easily access IP (data, documents, reports, ideas, …). For example in the family guest room, bedroom, …
  • Certain policies or company routines pertaining to IP may be adhered to in a more lax manner due to the weak control of companies over the IP management.

Thus, it is important for the company to take the necessary steps to protect the secrecy of information. The following actions are suggested:

  • Training employees working remotely on IP policies and repeatedly reminding employees about the importance of the IP rules. 
  • Requesting remote employees to use company-owned laptops, electronic devices, telephones, or other electronic equipment for working, if feasible. In certain situations, if employers must allow employees to use their own equipment, such equipment must be vetted for certain standards, such as having anti-virus software, only having licensed software.
  • Deploying authentication and secure cloud tool to manage information. Besides, the only software that requires a corporate email to log in or a digital signature to review attachments should be used. By saving data on the cloud, companies can easily and efficiently control the status and usage of information, while ensuring governance and compliance. In the technology era, IP must be protected by technology means, amongst other things. 
  • If employees are tech lovers and are using home assistant devices (such as Google Home and Alexa), the company should require the devices to be turned off. It is common that these devices will constantly listen to their environment;
  • Making employees understand that, although their family members or friend may not intend to steal the secret information, taking reasonable steps to protect secrecy is required by laws to maintain the trade secret status that is critical for the company to gain the protection tile of the trade secret. 
  • Importantly, the company must introduce or revise work from home policies and relevant IP guidelines to ensure provisions for the protection of IP in remote-based work models, mainly including privacy policies, intellectual property rights, cybersecurity, employee agreements and internal labor regulations.

Remote working has demonstrated its advantages and benefits. Thus, this working model is predicted to be still here even if prior to the end of the pandemic. Bearing this in mind, attention should be shifted to maintaining the protection of IP outside of the corporate firewall.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.


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