¹ Interviews Pham Huu Chi, former adviser to the Minister of lustice, Vice Rector of the Hanoi Law College and member of the Company Law drafting Committee, 1992–94; Nguyen Chi Dung, Deputy Director, Library and Information Services National Assembly, Hanoi, Oct 1997, My 1998, Mar 1999.

² See Duong Dang Hue, ‘Phap Luat ve Viec Cap Giay Phep Thanh Lap Doanh Nghiep Dang Ky Kinh Doanh o Viet Nam: Thuc Trang va Mot Vai Kien Nghi’ (Legal Regulations in Relation to Issuance of Permits to Establish Enterprises and Business Registration in Vietnam: The Present Situation and Some Recommendations) (1994) Nha Nuoc va Phap Luat (State and Law) (4), 20; lohn Gillespie, ‘Law and Development in the Market Place: An East Asian Perspective’, in Kanishka layasuriya (ed), in Law, Capitalism and Power in Asia (1999), at 118–50.Google Scholar

³ See Asian Crisis Home Page <http://www.stern.nyu.edu/globalmacro/>; Home Page Second Global Law and Justice Conference; <http://www4.worldbank.org/legal/ljrol/>; cf Geoffrey Hainsworth, ‘Globalisation the Asian Way and Dichotomous Development’, in Geoffrey B Hainsworth (ed), Globalisation and the Asian Economic Crisis (1999) Center for Southeast Asian Research, Institute of Asia Research, University of British Columbia, at 3–39. Functional analysis of law almost invariable concludes that laws must converge. See eg, Michael, King, ‘Comparing Legal Cultures in the Quest for Law's Identity’, in David Nelken (ed), Comparing Legal Cultures (1997), 119 at 132Google Scholar; Peter De Cruz, Comparative Law in a Changing World (1995), at 477–89.

⁴ Corporate reforms in Vietnam followed processes developed during the transplantation of company law into other East Asian jurisdictions, with little or no corporate law tradition. See, eg, corporate law transplanting in China. See Tomasic, Roman and Fu, Jian, ‘Company Law in China’, in Roman Tomasic (ed), Company Law in East Asia (1999), at 137–8 and 143–4Google Scholar; Peng, Chuan Roger, ‘Limited Liability in China: A Partial Reading of China's Company Law of 1994’ (1996) 10 Columbia Asian L, at 264–9.Google Scholar

⁵ See Hoecke, Mark Van and Warrington, Mark, ‘Legal Cultures, Legal Paradigms and Legal Doctrine: Towards a New Model for Comparative Law’ (1998) 47 Int'l Comp LQ, at 495 and 497.CrossRefGoogle Scholar

⁶ The first Western-inspired law was the Law on Foreign Investment 1987. These views are based on interviews with senior Vietnamese legal advisors. Interviews Luu Van Dat, Legal Advisor to the Minister of Trade, Hanoi, Jan 1990, Feb 1994, and July 1997; Pham Huu Chi, above n 1; Nguyen Chi Dung, above n 1.

⁷ Interviews Nguyen Dinh Cung, Director Enterprise Department Central Institute of Economic Management, Hanoi, Sept 2000; Mar 2001; Nguyen Si Dung, Director of the Center for Information, Library, and Research, Office of the National Assembly, Hanoi, Feb 2000. See generally Pham Duy Nghia, ‘Phap Luat Thuong Mai Viet Nam Truoc Thach Thuc Cua Qua Trinh Hoi Nhap Linh Te Quac Te’ (Commercial Law Faces the Challenges of International Economic Integration), (2000) Nha Nuoc va Phap Luat (State and Law) (6), at 11–13; Uc, Dao Tri and Thong, Le Minh, ‘Su Tiep Nhan Cac Gia Tri Phap Ly Phuong Dong va Phuong Tay Doi Voi Su Phat Trien Cac Tu Tuong Phap Ly Viet Nam’ (Reception of Oriental and Occidental Legal Values in the Development of Vietnamese Legal Ideology’ (1999) Nha Nuoc va Phap Luat (State and Law) (5), at 3–15.Google Scholar

⁸ Allan Watson is the leading theoretical proponent of law reform through legal transplantation. See Watson, ‘Comparative Law and Legal Change’ (1978) 37 Cam LJ, at 313 and 314–15CrossRefGoogle Scholar; id, Legal Transplants: An Approach to Comparative Law (1993) at 95. See also Ewald, William, ‘Comparative Jurisprudence (II): The Logic of Legal Transplants’ (1995) 43 Am J Com L, at 498–502.Google Scholar

⁹ These views are summarised in Katharina Pistor and Phillipa Wellons, A, The Role of Law and Legal Institutions in Asian Economic Development: 1960–1995 (1999), at 14 and 36–40.Google Scholar

¹⁰ Structural development loans to Korea and Indonesia advanced by the IMF in 1998 were conditional on broad ranging legal and institutional reforms. See Asian Crisis Home Page at <http://www.stern.nyu.edu/globalmacro/>; Home Page Second Global Law and Justice Conference at <http://www4.worldbank.org/legal/ljrol/>.

¹¹ See, eg, Black, B and Kraakman, R, ‘A Self-Enforcing Model of Corporate Law’ (1996) 109Harv L Rev (8), at 1911–82Google Scholar; Biddulph, Sarah, ‘Through a Glass Darkly: China, Transparency and The WTO’ (2001) 3 Australian J Asian L (1), at 59 and 90–2Google Scholar. See generally Francis Fukuyama, The End of History and the Last Man (1992).

¹² See, eg, Watson (1978) above n 8 at 315–20; Ferrari, Vincenzo, ‘Socio-legal Concepts and Their Comparison’, in Else Oeyen (ed), Comparative Methodology (1990) 63 at 69Google Scholar; cf. Jayasuriya, Kanishka, ‘The Rule of Law and Governance in the East Asian State’ (1999) 1 Australian J Asian L (2), at 107 and 108–12.Google Scholar

¹³ See, eg, Black and Kraakman above n 11 at 1911–82; Hansmann, H and Kraakman, R, ‘The End of History for Corporate Laws’ (1999) 89Georgetown LJ, at 439Google Scholar. See generally Fukuyama above n 11.

¹⁴ See Montesquieu, 1749, De L'Espirt des Law (The Spirit of Laws), Livre I Gallimard, Paris, reprint, JP Mayer and AP Kerr (eds), (1970). See generally Legrand, Pierre, ‘Comparative Legal Studies and Commitment to Theory’ (1995) 58 Mod L Rev, Mar, at 263–73CrossRefGoogle Scholar; Lee, Tahirih V, ‘Risky Business: Courts Culture, and the Market Place’ (1993) 47 Uni Miami L Rev, at 1335 and 1338Google Scholar (transplanted law has the capacity to create ‘chaos’ were it was originally design to address different cultural problems).

¹⁵ See Ann Seidman and Robert Siedman, State and Law in the Development Process (1994) at 46; Legrand, Pierre, ‘The Impossibility of Legal Transplants’ (1997) 4 Maastricht J European CompL, at 111 and 119.CrossRefGoogle Scholar

¹⁶ Interview, Christina Johanson, Legal Development Officer, Swedish Embassy, Hanoi, 3 Mar 2000; PerBergling, , ‘Theory and Reality in Legal Co-operation-the Case of Vietnam’, in Per Sevastil (ed), Legal Assistance to Developing Countries (1997), at 61–80.Google Scholar

¹⁷ A recent study conducted on behalf of the Asian Development Bank on legal reform between 1965 and 1995 in six Asian countries found a discernable shift from local discretionary rules to imported Western commercial norms, but concluded that legal imports were unevenly received. See Pistor andWellons above n 9 at 280–4.

¹⁸ See Kahn-Freund, O, ‘On Uses and Misuses of Comparative Law’ (1974), 37 Mod L Rev, at 1, 6, 7–11, and 27CrossRefGoogle Scholar; Otto Kahn-Freund, ‘Common Law and Civil Law-Imaginary and Real Obstacles to Assimilation’, in Mauro Cappelletti (ed.) (1978), New Perspectives for a Common Law Europe, at 160.

¹⁹ Pierre Legrand above n 15 at 111 and 119; Geller, Paul Edward, ‘Legal Transplants in International Copyright: Some Problems of Method’ (1994) 13Pacific Basin LJ, at 199 and 203–7Google Scholar; Teubner, Gunther, ‘Legal Irritants: Good Faith in British Law or How Unifying Law Ends Up in New Divergences’ (1998) 61 Mod L Rev (1) at 11 and 25–7.CrossRefGoogle Scholar

²⁰ Gordon, Robert, ‘Critical Legal Histories’, (1984) 36 Stanford L Rev, at 65 and 108CrossRefGoogle Scholar. See generally Hunt, Alan, ‘Dichotomy and Contradiction in the Sociology of Law’, in P Beirne and R Sharlet (eds), Marxism and Law (1982), at 87–9Google Scholar; Cain, Maureen, ‘Gramsci, The State and the Place of Law’, in David Suggerman (ed), Legality, Ideology and the State (1983), 111–15Google Scholar; Hunt, , ‘The Ideology of Law: Advances and Problems in Recent Applications of the Concept of Ideology to the Analysis of Law’ (1985) 19 L Soc Rev, at 11 and 13–19.CrossRefGoogle Scholar

²¹ Legrand, above n 15 at 119. See also See Silbey, Susan, ‘Making a Place for a Cultural Analysis of Law’ (1992) 17 L Social Inquiry, at 41.Google Scholar

²² See Kahn-Freund above n 18, at 12–14; Teubner, above n 19 at 30–2.

²³ Communist Party of Vietnam Resolution No 16 of 1988. Pham Huu Chi above n 1.

²⁴ Constitution 1992 (as amended), Arts 15, 21; cf Constitution 1980, Arts 18, 25, and 26.

²⁵ See generally, Rubin, PH, ‘Growing a Legal System in the Post- Communist Economies’ (1994) 27 Cornell Int'l LJ 1Google Scholar; Waelde, TW and Gunderson, JL, ‘Legislative Reform in Transition Economies: Western Transplants— A Short-Cut to Social Market Economy Status?’ (1994) 43 Int'l. Comp. LQ, at 347CrossRefGoogle Scholar; Grey, CW, ‘The Legal Framework for Private Sector Activity in the Czech Republic’ (1993) 26 Vand. J. Transnat'l L 271Google Scholar; Cooter, Robert, ‘The Theory of Market Modernisation of Law’ (1996) 16 Int'l Rev L Eco. at 142 and 146.Google Scholar

²⁶ See Senghor, Valerie, ‘France Lends a Hand for Legal Overhaul’ (1993) Vietnam Investment Review, 10 Oct, at 1Google Scholar; Pham Huu Chi above n 1.

²⁷ Pham Huu Chi above n 1. The National Company Law was not enacted in China until 1993. See Tomasic and Jian Fu above n 4 at 137–8 and 143–4; Chuan Roger Peng above n 4 at 263 and 264–9.

²⁸ See Doanh, Le Dang, ‘Enterprise Law: A Must for Further Development of Multi-Sectorial Economy’ (1999) Vietnam L Legal Forum (56), at 11–13.Google Scholar

²⁹ These impressions are based on interviews with Nguyen Dinh Cung above n 7 and Hanoi based Vietnamese private legal practitioner from Investconsult, Leadco and VILAF law firms.

³⁰ See Tan, Phan Van, ‘Laws Should Predict New Economic Forms’ (1998) Kinh Doanh va Phap Luat, (Law and Enterprises) 27 May at 3Google Scholar. Also see Dang Due Dam, Vietnam's Macro-Economy and Types of Enterprises, (1997), at 189–91; Ministry of Justice, ‘General Report: Law of Enterprises of Different Forms in Vietnam’ (1997) UNDP Program VIE/94/003, at 20–1.

³¹ Interviews David Goodard, ADB Technical Adviser, Hanoi, July 1998; See the reports written by the chief legal advisers appointed by the ADB. Chapman Tripp Sheffied Young, ‘Enterprise Law Reform-Some Issues and Some Suggestions’ (1995); Interim Report, ‘Enterprise Reform Legal and Regulatory Issues’ (1997) Asian Development Bank, at 41–5. See also Reinier Kraakman, ‘Comments on the Proposed 'Law of Companies’ (1997) Draft UNDP Program VIE/94/003, at 7 and 10–15.

³² Influenced by Lenin's belief that legal systems are integral to, and characteristic of capitalism, many early Marxist writers emphasised the oppressive and coercive nature of law. As a Marxist, Gramsci worked through the Marxist base-superstructure metaphor that located clusters of social interests, the way people make sense of the world, in and around economic relations. Marx's preoccupation with commodity relationships is not, however, a pivotal aspect of Gramsci's theories. They apply equally well to a broad range of social and psychological ordering phenomena, such as gender, race and social interests. See Hunt above n 20 at 87–8.

³³ Poulantzas subdivided state or dominant ideologies into ‘moral, juridical and political, aesthetic, religious, economic, philosophical ideologies’. See Nicos Poulantzas, Political Power and Social Classes, trans. T. O'Hagan (1973), at 204–5.

³⁴ Poulantzas believed that the dominant strand or region of Western legal ideology resides in liberal, Lockean notions of liberty, equality, sanctified property rights, and atomistic individuality. See Poulantzas above n 50 at 206. See also D Suggerman and GR Rubin, ‘Towards a New History of Law and Material Society in England, 1750–1914’, in Suggerman and Rubin (eds), Law, Economy and Society, 1750–1914, (1984), at 12–13; David Suggerman, ‘Law, Economy and The State in England, 1750–1914: Some Major Issues’, in David Suggerman (ed), Legality, Ideology and the State (1983), at 218–19; Mary Stokes, ‘Company Law and Legal Theory’, in William Twining (ed), Legal Theory and Common Law (1986), at 156–60.

³⁵ See Murray, Martin, The Development of Capitalism in Colonial Indochina: 1870–1940 (1980) at 138–56 and 189–209Google Scholar.

³⁶ See Nguyen Due Nghinh, ‘Markets and Villages’, in The Traditional Village in Vietnam, at 352–5; Anthony Reid, Southeast Asia in the Age of Commerce: 1450–1680, vol II (1993), at 62–77. Clan-based corporate behaviour, similar in form to structures in China, developed in Vietnam.

³⁷ Interviews Nguyen Nhu Phat, Director Center for Comparative Law, Institute of State and Law, Feb 1997 and June and July 1998.

³⁸ Adolphe Berle and Gardiner Means, The Modern Corporation and Private Property (1968), at 18.

³⁹ See Nguyen Ngoc Tuan, ‘Renovating the Enterprise Model in Our Country’ (1993) Tap Chi Cong San (Communist Review) Dec, at 29–33; Phat, Nguyen Nhu, ‘Conceptions on the Legal Status of Entrepreneurs in the Market Economy’ (1993) Nha Nuoc va Phap Luat (State and Law) (2), at 25–7.Google Scholar

⁴⁰ Vien Nghien Cuu Quan Ly Kinh Te Trung Uong (Central Institute of Economic Management) (herein after called CIEM), ‘Danh Gia Tong Ket: Luat Cong Ty va Kien Nghi Nhung Dinh Huong Sua Doi Chu Yeu’ (Review of the Current Company Law and Key Recommendations for Its Revision), (unpublished paper), Hanoi, Jan 1998), at 100–1. Business licences determined company ‘rights and obligations’—their legal capacity. See Civil Code 1995, Art 96(1); Law on Companies 1990, Art 13(1).

⁴¹ CIEM above n 40 at 103; also see Pham Duy Nghia, above n 7, at 9–18.

⁴² Circular No 5, 10 July 1998, Ministry of Justice and Ministry of Planning.

⁴³ By the middle of 2001, 111 licences were completely abolished and an addition thirty-four were converted to ‘conditional requirement licences’ (dieu kien kinh doanh), leaving almost 200 business licences. See Nguyen Phuong Quynh Trang, ‘Doing Business Under the New Enterprise Law: A Survey of Newly Registered Companies’, MPDF, Private Sector Discussion 12 (2001), at 13.

⁴⁴ See Vietnam Economic Times, ‘Do Not Make it Difficult for Businesses: A Review of One Years Enforcement of the Enterprise Law’ (2001) Vietnam Economic Times, 9 Apr, at 3; Phu, Nguyen Thanh, ‘One Year's Implementing the Enterprise Law’ (2001) 7 Vietnam L. Legal Forum (78), at 15–17.Google Scholar

⁴⁵ Lan Phuong Nguyen, ‘Local News’ (2000) Reuters, Hanoi, 1 Nov.

⁴⁶ See Truyen, Doan Trong, ‘Market Economy and State Management’ (1997) Vietnam Social Sciences (4) at 10–12Google Scholar; CPV, ‘Resolution 7, Mid-term Congress Resolution, Part V’ (1994) Saigon Giai Phong (Saigon Liberation) 19 Mar, at 2.

⁴⁷ This new terminology first appeared in a speech made by Do Muoi at the 7th Party Congress in 1991. See CPV, Sua Doi Hien Phap Xay Dung Nha Nuoc Phap Quyen Viet Nam Day Manh Su Nghiep Doi Moi (Amending the Constitution, Establishing a ‘law-based state’ and Promoting Doi Moi Achievements), (1992), at 32–3 and 37.Google Scholar

⁴⁸ Thuy, Vu Son, ‘Interview With Politburo Standing Board Member Nguyen Tan Dung, Head of the CPV Central Committee Economic Department: New Year Discussion on Economic Issues’ (1997) Hanoi Tuan Quoc Te, 16 Feb, at 1–2.Google Scholar

⁴⁹ See Vi, Luu Ha, ‘Vietnam: Industrialisation Viewed from the Interplay between Productive Forces and Relations of Production’ (1997) Economic Development Rev., Jan, at 1–4Google Scholar; Trong, Nguyen Phu, ‘Market Economy and the Leadership of Role of he Party’ (1994) Tap Chi Cong San (Communist Review), Jan, at 29–33.Google Scholar

⁵⁰ Leila Webster, SMEs in Vietnam: On the Road to Prosperity (1999) MPDF Private Sector Discussions, No 10, Hanoi, at 15.

⁵¹ David Marr, Research School of Pacific and Asian Studies, Australian National University, private communication Nov 2000.

⁵² Scholars from every field of legal theory, including comparative law, philosophy, sociology, anthropology and the history of law, have studied legal cultures. See, eg, HJ Berman, Law and Revolution: The Formation of the Western Legal Tradition (1983); also see Macaulay, S, ‘Popular Legal Culture: An Introduction’ (1989) 98 Yale LJ, at 1545CrossRefGoogle Scholar; Bell, J, ‘English Law and French Law-Not So Different?’ (1995) 69 CLP, at 70.Google Scholar

⁵³ Constitution 1992, Arts 112, 118, and 124.

⁵⁴ This information is gleaned from interviews with domestic Vietnamese lawyers involved in the application. A version of this case study is reported in Research Report, ‘Improving Macroeconomic Policy and Reforming Administrative Procedures to Promote Development of Small and Medium Enterprises in Vietnam’ (1999) MPI-UNIDO Project (US/VIE/95/004), at 79–80.

⁵⁵ This passage is quoted from a letter sent by the Hanoi Peoples Committee to the law firm acting for the artists.

⁵⁶ These comments are based on interviews with Vietnamese legal practitioners. More typically eight to ten documents were required for each of the two stages of incorporation. According, applicants must attend licensing authorities approximately forty times. See CIEM above n 40, at 30–1.

⁵⁷ Nguyen Dinh Cung, ‘New Business Entry Survey’ (1999) unpublished report, CIEM, Hanoi, at 1–3.

⁵⁸ These comments are based on interviews with Vietnamese private legal practitioners in Ho Chi Minh City during July 1998.

⁵⁹ These practices have been observed where legislation does not devolve explicit authority. See Phong, Ngu, ‘From Factories to Construction Sites’ (1996) Nhan Dan (The People), 26 Jan, at 2.Google Scholar

⁶⁰ See Reid above n 36, at 62–77.

⁶¹ See Marr, David, Vietnamese Tradition on Trial: 1920–1945 (1981), at 122–3.Google Scholar

⁶² For a comprehensive description of this system see Phong, Dang and Beresford, Melanie, Authority Relations and Economic Decision-Making in Vietnam: An Historical Perspective (1998), at 58–71Google Scholar; see also Nien above n 28 at 33–43; Adam Fforde and S Paine, The Limits of National Liberation: Problems of Economic Management in the Democratic Republic of Vietnam (1987).

⁶³ Vo Van Kiet, ‘Report to the National Assembly on the 1987 Socio-Economic Development Plan’ (1986) Hanoi Domestic Service, 26 Dec, trans. FIBIS Asia and Pacific Daily Report, 30 Dec 1986 at 9.

⁶⁴ See Dai, Vo, ‘Renovation of the Ownership Structure in Vietnam in the Shift to a Market Economy’, (1992) Economic Problems (July-Aug) (17) at 4–5Google Scholar; Phong, Dang, ‘The Private Sector: In Vietnamese Industry from 1945 to the Present’, in Vietnam's Undersized Engine: A Survey of 95 Larger Private Manufacturers (1999) MPDF Discussion Paper No 9, Hanoi, at 78–80.Google Scholar

⁶⁵ See Dang Phong above n 64, at 15–16; Dong, Lao, ‘Do Not Blame the Enterprise Law’ (2001) Lao Dong (The Labourer), 30 July, at 3.Google ScholarPubMed

⁶⁶ See Lai, Tuong, ‘The Issues of Social Change after Ten Year of Doi Moi in Vietnam’, in Adam, Fforde (ed), Doi Moi: Ten Years After the 1986 Party Congress (1997) Political and Social Change Monograph 24, ANU, Canberra, at 181 and 195.Google Scholar

⁶⁷ See Macauly, Stuart, ‘Non-Contractual Relations in Business: A Preliminary Study’ (1963) 28 American Sociology Rev, at 55CrossRefGoogle Scholar; Ian Macneil, R, ‘Contracts: Adjustment of Long term Economic Relations Under Classical, Neoclassical and Relational Contract Law’ (1978) 72 North Western University L Rev. at 890–900Google Scholar. In the context of Asian business see Milhaupt, CI, ‘A Relational Theory of lapanese Corporate Governance: Contract Culture and Rule of Law’ (1996) 37 Harv. Int'l L Rev (1) at 3Google Scholar; Winn, lane Kaufman, ‘Relational Practices and the Marginalisation of Law: Informal Financial Practices of Small Businesses in Taiwan’ (1994) 28 L. Sociology Rev (2), at 193–215Google Scholar; Upham, Frank K, ‘Relational Practices and the Marginalisation of Law’ (1994) 28 L Sociology Rev (2) at 241Google Scholar; Haley, lohn O, ‘Relational Contracting: Does Community Count?’, in Harald, Baum (ed), Japan: Economic Success and Legal System (1997), at 167–80.Google Scholar

⁶⁸ See Aoki, Masahiko, ‘The Japanese Firm as a System of Attributes: A Survey and Research Agenda’, in Masahiko, Aoki and Ronald, Dore (eds), The Japanese Firm: The Sources of Competitive Strength (1994), at 12–22 and 27–8Google Scholar; Taylor, Veronica L, ‘Continuing Transactions and Persistent Myths: Contracts in Contemporary Japan’ (1993) 19 Melbourne Univ L Rev at 270–6Google Scholar.

⁶⁹ See Milhaupt above n. 67 at 3.

⁷⁰ See McMillan, John and Woodruff, Christopher, ‘Interfirm Relationships and Informal Credit in Vietnam’ (1999) 114Quarterly J Eco (4), at 1285 and 1286Google Scholar. Though differences between Western and Eastern approaches to law are presumably important constraining factors, company law flourishes in other East Asian states with sub-optimal legal systems. See Pistor and Wellons above n 9, at 125–30.

⁷¹ See Raymond Mallon, ‘Mapping the Playing Field: Options for Reducing Private Sector Disincentives in Vietnam’ (1997) unpublished paper, Asian Development Bank, at 5.

⁷² See Webster above n 50 at 55. Many of the new companies were formed by promoters reincorporating to avoid restrictive business licences. However, the real increase in corporate activity generated by the EL is difficult to gauge. Nguyen Dinh Cuong above n 7. See Nguyen Thanh Phu, above n 44, at 15–17; Chi, Huong, ‘Working to Ensure the Corporate Law Works’ (2000) Vietnam Economic News (39), at 12Google Scholar; Steer, Liesbet, ‘The Private Sector in Vietnam’ (2000) unpublished paper, Centre of International Economics, Hanoi at 7–11Google Scholar; News, Viet Nam, ‘New Law Promotes Record Business Registrations’ (2000) Viet Nam News, 7 Mar at 1–2.Google Scholar

⁷³ See Png, CA, ‘Some Concerns About Chinese Company Law’ (1996) 17 Company Lawyer, at 199Google Scholar; Ong, Kingsley TW and Baxter, Colin R, ‘A Comparative Study of the Fundamental Elements of Chinese and English Company Law’ (1999) 48 ICLQ, at 97–8.CrossRefGoogle Scholar

⁷⁴ General Statistical Department, Statistical Yearbook (1997) General Statistical Department, Hanoi, at 29 and 165.

⁷⁵ The Vietnamese General Statistical Office identified 1.7 million household business in 1999 see Steer above n 72, at 11. Interviews, Dang Due Dam, Vice Director Central Institute of Economic Management, Hanoi, July and Oct 1996 and Nov 1997.

⁷⁶ See generally, Easterbrook, Frank H and Fischel, Daniel R, ‘Limited Liability and the Corporation’ (1995) 52 Chicago L Rev, at 90–109.Google Scholar

⁷⁷ [1897] AC 22 at 49. See also Ireland, P, ‘Triumph of the Company Legal Form: 1856–1914’, in Adams, J (ed), Essays for Clive Schmitthoff (1983), at 29.Google Scholar

⁷⁸ See Manne, Henry, ‘Our Two Corporation Systems: Law and Economics’ (1967) 53 Virginia L. Rev. at 59CrossRefGoogle Scholar; see Halpern, , Trebilcock, , and Trunbull, , ‘An Economic Analysis of Limited Liability in Corporation Law’ (1980) 30 Uni Toronto LJ at 117.CrossRefGoogle Scholar

⁷⁹ See McMillan and Woodruff, above n 69 at 637–58. Interviews Pham Xuan Tho, Chief Judge Economic Division, Ho Chi Minh Court, Mar 2000.

⁸⁰ Petitions from enterprises in economic courts fell by 28 per cent in 2000. See Tho, Pham Xuan, ‘Economic Courts Failed to Win Enterprise Confidence’ (2001) Vietnam L Legal Forum (77), at 20Google Scholar; see also Cuong, Ha Hung, ‘Resolution of Economic Disputes in Vietnam and the Accession to the 1958 New York Convention’, in Gillespie, J. (ed), Commercial Legal Development in Vietnam: Vietnamese and Foreign Commentaries, (Singapore: Butterworths, 1996), 163–4Google Scholar; Comment, 1996, ‘Settlement of Economic Law Suits and Bankruptcy Declarations’, Vietnam Law and Legal Forum (2) (21), 11.Google Scholar

⁸¹ These views are based on numerous interviews with private lawyers from Investconsult and Leadco, Hanoi, and IMAC, Ho Chi Minh City, between 1997 and 2001 and with numerous interviews with Supreme Court, Hanoi Economic Court and Ho Chi Minh City Economic Court judges between 1994 and 2000. High on the list of concerns is a chronic shortage of experienced commercial judges. Statistics informally provided by the Ministry of Justice officials in 2000 suggest an overall shortage of 1,714 judges. Litigants also complain that judges base their decisions on internal guidelines that are unavailable to creditors and debtors.

⁸² McMillan and Woodruff above n 69, at 1285–6.

⁸³ See Reid above n 36, at 62–77.

⁸⁴ See Luong, Hy V, ‘Capitalism and Non-Capitalist Ideologies in the Structure of Northern Vietnamese Ceramics Enterprises’, in Timothy, Brook and Luong, Hy V (eds), Culture and Economy: The Shaping of Capitalism in Eastern Asia (1997), at 191–3 and 198–200Google Scholar; Luong, Hy Van and Hoa, Diep Dinh, ‘Culture and Capitalism in the Pottery Enterprises of Bien Hoa, South Vietnam (1878–1975)’, (1991) 22 J Southeast Asian Studs, at 23–4 and 26–8.Google Scholar

⁸⁵ Unless otherwise indicated, the description of Vietnamese companies is based on interviews conducted with Vietnamese legal practitioners and their corporate clients from June 1994-Sept 2000. The family structure in Vietnam embodied elements blended from neo-Confucian, Buddhist, Taoist and animistic spirit cults. Though Buddhism and spirit cults ameliorated rigid neo-Confucianism, kinship power structures followed imported Confucian patterns. Hieu (filial piety) bound children to their parents through on (moral debt) and de (the relationship between brothers) required the eldest to ‘teach, nurture and protect’ and the younger brother to ‘respect, support and obey’ their elder sibling(s), see Neil L Jamieson, Understanding Vietnam (1993), at 16–18; Luong, Hy Van, ‘Vietnamese Kinship: Structural Principles and the Socialist Transformation in Northern Vietnam’ (1989) 48 J Asian Studs (4), at 742, 748–9, and 753–4Google Scholar; David Marr, ‘Politics of the Family’ (2001) unpublished draft paper, at 20–6; Giao, Hoang Kim and Thang, Nguyen Dae, ‘A Profile of Vietnamese Owners of Private Enterprise’ (1995) Vietnam Eco Rev (4), at 29–30.Google Scholar

⁸⁶ These views are based on interviews with private entrepreneur associations in Hanoi and Ho Chi Minh City. Vu Duy Thai, Vice Chairman and Secretary The Hanoi Associations of Industry and Commerce, (member of the Central Committee of the Fatherland Front) Hanoi, Apr 1999 and Feb 2000; Nguyen Trung Tuc, Chairman, Vietnam German Entrepreneurs' Club, Hanoi, 1999, 2000; Pham Thi Thu Hang, Deputy General Director, VCCI (Small and Medium Enterprise Promotion Center), Hanoi, 1998, 1999; Nguyen Hoang Luu, General Secretary, Hiep Hoi Cac Doanh Nghiep Vua Va Nho Ha Noi (Hanoi Small and Medium Enterprises Council), Hanoi, 1999, 2000; Cao Thi Kim Dung, Information Service Manager, Union of Associations of Industry and Commerce (Hiep Hoi Cong Thuong Thans Pho Ho Chi Minh), Ho Chi Minh City, 1998, 1999.