Abstract

Delegation of authority is an essential mechanism for distributing power and improving corporate governance. However, Vietnamese law currently focuses mainly on the establishment and termination of authorization, while providing limited standards governing the conduct of authorized representatives. Using analytical, theoretical, and comparative legal approaches, particularly with reference to the laws of the United Kingdom and France, this article identifies key legal gaps. The findings show that Vietnam still lacks core provisions on the duty of loyalty, the duty of care, and mechanisms for controlling conflicts of interest involving authorized representatives. The article therefore proposes improvements to the legal framework to address these shortcomings. Establishing a clear system of conduct standards would strengthen internal governance and enhance the legal safety of corporate transactions.

Keywords: Agency theory, delegation of authority, duty of loyalty, duty of care, corporate governance.