FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.

FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.LIST OF PUBLICATION RELATED TO THE DISSERTATIONVIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES KHẢM NGUYEN VAN CUONG FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATIO.

VIETNAM ACADEMY OF SOCIAL SCIENCES

GRADUATE ACADEMY OF SOCIAL SCIENCES

KHẢM NGUYEN VAN CUONG

FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATE-OWNED ENTERPRISES IN VIET

The Work completed at:

GRADUATE ACADEMY OF SOCIAL SCIENCES

Academic Supervisor: ASSOC PROF DR BUI NGUYEN KHANH

The Dissertation is kept at:

- The National Library of Vietnam

- Library of the Graduate Academy of Social Sciences

LIST OF PUBLICATION RELATED TO THE

DISSERTATION

1 “Policy experience of China and Russia in implementing the equitization of their transportation state-owned enterprises and lessons learnt for Vietnam”, Viet Nam Trade and Industry Review,

1 Necessity of the Thesis

Nearly 20 years of equitization has confirmed that equitization is the process

of diversifying owners of state-owned enterprises (SOEs) to attract capital andorganizational experiences from investors and employees, promote businessautonomy, improve the efficiency and competitiveness of enterprises, andpromote capital accumulation However, the equitization process is showingsigns of slowing down and one of the main reasons is shortcomings in legal

framework on the procedure of equitization of SOEs Research on “Formalities

and procedures for equitization of transportation state-owned enterprises in Vietnam" is of necessary and urgent in order to meet the requirements of

theoretical, legal and practical basis as well as the need of integration anddevelopment

2 Objectives of the Thesis

On the basis of clarifying the theoretical issues of formalities andprocedures for equitization of transportation state-owned enterprises, thethesis studies the current situation of laws on formalities and procedures forequitization of transportation state-owned enterprises in Vietnam The authorproposes solutions to improve the laws and enhance the effectiveness of lawsenforcement on formalities and procedures for equitization of transportationstate-owned enterprises in Vietnam

3 Research subject and scope of the Thesis

- Research subject: The thesis focuses on researching laws and policies,current situation and proposes solutions to improve the laws and enhance theeffectiveness of laws enforcement on formalities and procedures for equitization

of transportation state-owned enterprises in Vietnam

- Research scope: + In terrm of time: The period of 2011- now and giverecommendations to improve the laws and enhance the effectiveness of lawsenforcement on formalities and procedures for equitization of transportationstate-owned enterprises in Vietnam

+ In terrm of space: The thesis concentra on studying the current situation oflaws on formalities and procedures for equitization of transportation state-owned

enterprises in Vietnam with reference to the international experience of Russiaand China.

+ In terrm of contents: laws, reality, achievements and limitations, proposedsolutions from the perspective of legal science

4 Methodology and research methods

The thesis is conducted on the basis of dialectical materialism and historicalmaterialism methodology of the Marxism- Leninism, the views of the Party andlaws of the State

The thesis uses research methods such as synthesis methods; legal analysis(traditional legal methodology); case study examination; comparative law;methods of interpretation, inductive method etc to solve problems and tasks ofthe thesis

5 New scientific contributions of the thesis

- The thesis will contribute to clarifying the theoretical framework onformalities and procedures for equitization of transportation state-ownedenterprises This serves as a theoretical basis to analyze and evaluate thecurrent status of laws on formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam in recent years

- The thesis will research, analyse and evaluate the current situation oflaws enforcement on formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam the period 20011-nowthereby figure out the achievements, limitations and causes This contributes

to proposing solutions to improve the laws and enhance the effectiveness oflaws enforcement on formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam in the coming years

6 Theoretical and practical significance of the thesis

- Theoretically, the thesis provides a multi-dimensional perspective on the

formalities and procedures for equitization of transportation state-ownedenterprises in Vietnam; builds a theoretical framework for formalities andprocedures for equitization of transportation state-owned enterprises in Vietnam;provides scientific arguments for the study and improvement of the laws onformalities and procedures for equitization of transportation state-ownedenterprises in Vietnam

- Practically, the reseach results on the current situation of the laws on

formalities and procedures for equitization of transportation state-ownedenterprises in Vietnam provide researchers, investors, administrators, managersetc., comprehensive and detailed information to serve the research and work.The solutions proposed by the thesis will be a useful reference for theimprovement of the laws formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam In addition, the thesis can beused as reference for researching and lecturing in the field of economic law

7 Structure of the Thesis

Apart from the Introduction, Conclusion, Bibliography, the Thesis iscomposed of 04 chapters and 01 Appendix

CHAPTER 1 : REVIEW OF LITERATURE AND THEORETICAL

OF THESIS

1.1 Review of Vietnamese and foreign studies on state-owned enterprises and equitization of transportation state-owned enterprises

1.1.1 Review of Vietnamese and foreign studies

In the reviewed studies, the formalities and procedures for equitization oftransportation state-owned enterprises becomes an inevitable need which isexplained from theoretical and practical perspectives From the theoretical point

of view, the rational arguments about formalities and procedures for equitization

of transportation state-owned enterprises are emphasized, and provide a strongtheoretical foundation on the cause of the problem and the need to improvement

of formalities and procedures for equitization of transportation state-ownedenterprises in Vietnam

In addition, an empirical research on domestic and foreign equitization oftransportation state-owned enterprises continues to provide a practical basis forthe need to improve the law onformalities and procedures for equitization oftransportation state-owned enterprises in Vietnam

When identifying equitization of transportation state-owned enterprises,most of the studies focus on formalities and procedures of equitization Theauthor can only find the formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam from 2011 to now

Regarding the laws on formalities and procedures for equitization oftransportation state-owned enterprises in Vietnam, the studies provide acomprehensive and multi-dimentional approach to the problem

The studies summarize the experience of Russia, China about formalitiesand procedures for equitization of transportation state-owned enterprises fromthe law to the enforcement mechanism A number of studies are on regulations,application mechanism equitization of transportation state-owned enterprises inVietnam, and introducing international best practices for comparison andreference in order to draw the most effective solutions applicable in Vietnam

1.1.2 An assessment of relevant studies and issues to be studied further

The reviewed studies show that the issue of formalities and procedures forequitization of transportation state-owned enterprises is of important, and thereare initial research achievements in this field The studies approach the issue in

many aspects; however, so far there is no separate study on formalities andprocedures for equitization of transportation state-owned enterprises InVietnam studies on formalities and procedures for equitization of transportationstate-owned enterprises have only been paid attention in recent years, and thereare a number of issues that are approached insufficient, incomplete, especiallyfor the procedures for equitization of transportation state-owned enterprises.Based on the results obtained from the previous studies, the author continues

to study and solve the problems that previous studies have not considered or notdeeply researched:

- To clarify the concept, characteristics equitization of transportation owned enterprises The thesis is not only to clarify the laws on formalities andprocedures for equitization of transportation state-owned enterprises, but also toclarify the experience of Russia, China about formalities and procedures forequitization of transportation state-owned enterprises from the law to theenforcement mechanism

- Based on the analysis of the principles of regulations on formalities andprocedures for equitization of transportation state-owned enterprises, the thesiswill study the structure of the laws on formalities and procedures for equitization

of transportation state-owned enterprises In particular, it emphasizes the role ofthe equitization of transportation state-owned enterprises programm ofVietnamese Gorverment - the issue that previous studies have not adequatelyaddressed

- The thesis analyzes the current situation of the law and the practice of lawenforcement on formalities and procedures for equitization of transportationstate-owned enterprises in Vietnam Accordingly, the thesis will identify andsummarize the difficulties and in the practical application of law as well as legalgaps in formalities and procedures for equitization of transportation state-ownedenterprises in Vietnam

- On the theoretical and practical basis, the thesis proposes solutions to

improve the law and enhance the effectiveness of the law enforcement Firstly,

the solution to improve the on formalities and procedures for equitization oftransportation state-owned enterprises In particular, the thesis will point outsolutions to improve the procedures for equitization of transportation state-

owned enterprise of Vietnam inthe coming years Secondly, the solution to

enhance the effectiveness of law enforcement on formalities and procedures forequitization of transportation state-owned enterprises will be studiedcomprehensively from awareness and compliance with law, to theimplementation and organization of the business owners, managers, stakeholders and the role of the regulators

1.2 Theoretical of thesis, research question and research hypothesis

1.2.1 Theoretical of thesis

The thesis is conducted on the basis of dialectical materialism and historicalmaterialism methodology of the Marxism- Leninism, the views of theCommunist Party and laws of the State

The thesis uses the following theories

- Theory of privatization; the theory of equitization of state-owned enterprisewhich has been mentioned in the literature review;

- The theory of agency explains the relationship between shareholders andmanagers in the agency relationship (trust relationship);

- The theory of corporate governance, especially the separation betweenownership and management rights in the company

- The theory of company managers, especially determining who themanagers are and their legal obligations (director's duties)

- Theory of business transformation

- The theory of subrogation

1.2.2 Research question and research hypothesis

Research questions have been raised during the implementation of the topicresearch, including:

-What is the nature of SOEs equitization?; characteristics of formalities andprocedures for equitization of SOEs and characteristics of formalities andprocedures for equitization of transportation SOEs?;

- Legal principles, participants, structure of laws on formalities andprocedures for equitization of transportation SOEs?;

- Identify and summarize the difficulties and in the practical application

of law as well as legal gaps in formalities and procedures for equitization oftransportation SOEs in Vietnam?;

- The solutions to improve the laws and enhance the effectiveness of lawsenforcement on formalities and procedures for equitization of transportationSOEs in Vietnam in the coming years?

1.2.3 Research hypothesis

- Firstly, the perception of SOEs and equitization of SOEs was not clearand incomplete, especially the role of SOEs in the socialist-oriented marketeconomy The distinction between state capital invested in enterprises, statecapital in enterprises, and capital of enterprises is still unclear, so theapplication of regulations in capital management of enterprises is stillinsufficient;

- Second, the management of state capital and assets in enterprises andequitization in the market mechanism is very complicated issue The goal ofaccelerating the equitization of SOEs is accompanied by great changes inawareness, the views and objectives of equitization, leading to the policy andlaws on equitization continuously change from time to time, due to bothimplementation, review and evaluation, many contents are not insufficient;

- Third, policies and laws on equitization of transportation SOEs in thestill have many gaps, especially in specific issues such as financialinvestments, specific assets of enterprises, etc business, brand…

- Fourth, the complex and overlapping in the legal system has occurredthrough many stages, and in the period 2008-2012, the economy faced greatchallenges In the period 2011-2021, the Constitution, the laws and decrees areamended, but urgent issues not be solved

CHAPTER 2: THEORETICAL ISSUES ON EQUITIZATION OF

- In general understanding, equitization of SOEs is the process ofconverting ownership from an enterprise in which the State holds 100% of thecharter capital to a multi-owned enterprise includes other organizations,individuals and employees-owned.

- From the process perspective, equitization means in effect the complete

or partial privatization of SOEs, generally by floating part or all of theircapital on the stock market in Vietnam From the legal perspective,equitization is the transformation of a SOEs into a joint stock companymodel SOEs equitization is the process of diversifying ownership,transforming state-owned SOEs into joint-stock companies owned byshareholders of all economic sectors participating in the purchase of shares

2.1.2 The nature and characteristics of the equitization of owned enterprises in Vietnam

state-The essence of equitization is the process of transforming thebusiness model from SOEs into joint-stock companies owned byshareholders It means that this new enterprise is governed by the Law onEnterprises, in which the State can be a shareholder This enterprise mustcompletely comply with the provisions of the laws on joint-stock company.All issues related to the operation of the enterprise from the legalmanagement, rights and obligations, management mechanism to regulations

on establishment, dissolution, bankruptcy in a joint-stock company must begoverned by the law on enterprises

2.1.3 Characteristics of equitization of state-owned enterprises in the field of transportation in Vietnam

SOEs in the transport sector are often large-scale enterprises andequitization of transportationcSOEs in this sector is necessary and expected

to bring benefits to the economy and society such as :

Firstly, large-scale SOEs in the field of transportation play a

dominant role in all economic sectors, so the equitization of these enterpriseshas great significance in implementing the guidelines and policies of the Partyand State, concentrating resources on macro stability and nationaldevelopment;