Abstract

The strong transformation of the Vietnamese economy and stock market has posed urgent requirements for improving the corporate governance mechanism. In that context, derivative suits are considered an effective legal tool to protect the rights of shareholders, especially minority shareholders. This regime was first recognized in Vietnamese corporate law in 2010, and has since been inherited and gradually improved in the Enterprise Laws of 2014 and 2020. This article focuses on studying the provisions on pre-litigation procedures in the derivative suit regime in the laws of the United States and Japan, thereby making some recommendations for Vietnam to improve this important regime.

Keywords: Derivative suit, demand requirement, United States, Japan.