Shareholder Derivative Actions

When a director causes loss to the company itself, the company is the injured party — and the company is usually controlled by the very people responsible. Vietnamese law allows qualifying shareholders to sue on the company's behalf.

Wise Counsel advises shareholders on whether a derivative claim is available and worthwhile, and represents both claimant shareholders and defendant directors in these proceedings.

What we help with

• Assessing whether the shareholding and holding-period conditions for a derivative claim are met
• Advising on the distinction between derivative claims and personal shareholder claims
• Investigating the conduct complained of and securing evidence before filing
• Claims for breach of the duty of loyalty, care and honesty by managers
• Claims arising from related-party transactions and conflicts of interest
• Claims for misuse of company assets and corporate opportunities
• Applying for interim measures to preserve company assets pending judgment
• Advising the company and its board on responding to a derivative claim
• Defending directors and managers against allegations of breach of duty

A derivative claim is a serious step that reshapes relationships inside a company. We advise candidly on whether it is the right tool, or whether a negotiated outcome serves you better.