HOÀN THIỆN PHÁP LUẬT VỀ CÔNG BỐ THÔNG TIN VÀ ĐẠI DIỆN NGƯỜI SỞ HỮU TRÁI PHIẾU TRONG CHÀO BÁN TRÁI PHIẾU RIÊNG LẺ TẠI VIỆT NAM

Abstract

This article examines the legal framework governing the private placement of corporate bonds in Vietnam’s domestic market, focusing on two key aspects: (i) the information disclosure obligations of issuing enterprises and (ii) the legal mechanism for bondholder representation. Based on an analysis of the regulatory provisions under Decree No. 153/2020/ND-CP and Decree No. 65/2022/ND-CP, the article finds that the current rules on extraordinary information disclosure primarily require issuers to report the occurrence of relevant events, but do not impose an obligation on issuers to propose remedial measures or provide explanations for changes that may adversely affect their bond repayment capacity. In addition, the regulation allowing bondholder representatives to simultaneously provide issuance advisory services to the issuer may create potential conflicts of interest and undermine the independence of this institutional mechanism. On this basis, the article proposes several legal reforms aimed at strengthening investor protection and enhancing transparency standards in Vietnam’s private corporate bond market.