Corporate Governance

Good governance is not paperwork for its own sake. It determines whether a resolution is valid, whether a manager is personally exposed, and whether an investor can rely on the rights they negotiated.

Wise Counsel advises companies, boards, investors and managers on governance structures, decision-making procedures and the duties owed under Vietnamese law.

What we help with

• Drafting charters, internal regulations and board and shareholder meeting procedures
• Advising on quorum, voting thresholds and the validity of resolutions
• Structuring reserved matters, veto rights and minority protections for investors
• Advising managers on their duties of loyalty, care and disclosure
• Related-party transaction approval procedures and conflict of interest management
• Advising on the appointment, removal and authority of the legal representative
• Corporate record-keeping, registers and statutory filings
• Governance review before a fundraising, acquisition or listing

Most governance disputes could have been prevented by a clearer charter. We draft documents that anticipate disagreement rather than assume goodwill.