1. Program Positioning

In the context of corporate governance standards increasingly aligned with international practices, and under the close scrutiny of shareholders, the stock market and regulatory authorities, the Board of Directors (BOD) of listed companies is now not only responsible for strategic governance but also exposed to significant levels of personal legal risk.

The “Litigation Prevention & BOD Protection Framework” training program is designed as an intensive course in legal risk management at the board level, with emphasis on:

• Protecting the personal liabilities of BOD members;
• Minimizing the risk of invalid board resolutions and shareholder disputes;
• Enhancing decision-making standards and governance documentation;
• Aligning internal governance with capital market requirements.

For internal legal departments, litigation risk does not lie merely in resolving disputes after they arise, but more importantly in preventing the risks from the outset—through advisory work, procedural design, and governance records.

This practical version of the program is structured to empower in-house legal teams to become an effective legal defense line for the BOD and the Executive Management by:

• Early identification of risk points in decision-making processes;
• Standardizing documentation, minutes, and legal records;
• Proactively controlling shareholder disputes and compliance risks.

2. Value to the BOD of Listed Companies

• Clear understanding of BOD responsibilities under Vietnamese law and international practices;
• Identification of litigation risks arising from governance decisions;
• Establishment of a systematic framework for litigation prevention;
• Strengthened capacity of the BOD to protect itself against shareholders and regulators;
• Enhanced governance credibility and market confidence.
• Value to Internal Legal Departments:
• Understanding how BOD members are commonly sued in practice;
• Access to a legal risk control checklist for pre-, during-, and post-meeting phases;
• Strengthened strategic advisory role to the BOD;
• Reduced personal pressure during disputes or inspections;
• Improved coordination between legal departments, the BOD, and the Supervisory Board.

3. Core Training Content

• Litigation trends involving BODs in the capital market;
• Personal and joint liabilities of BOD members;
• Common violations in issuing board resolutions;
• Roles of the Stock Exchange and the State Securities Commission;
• Documentation, minutes, and evidentiary systems for BOD protection;
• Action guidance in the event of shareholder disputes or regulatory investigations;
• Role of in-house legal teams in decision risk control;
• Designing internal procedures for litigation prevention;
• Early-warning systems and the role of Audit Committees and Supervisory Boards;
• Practical case analysis and scenario simulations.

4. Training Methodology

• Analysis of real cases through a litigation-based perspective;
• Scenario simulation and advanced group discussions;
• Direct engagement with the leadership of the State Securities Commission and lawyers experienced in advisory and dispute resolution;
• Focus on practical applicability within enterprises

5. Program Differentiators

• Training content grounded in judicial practice and capital market realities;
• Delivered from a protection-based perspective for BODs and senior management;
• Customizable program designs for individual listed companies.