In 2000, Vietnam passed the Enterprise Law to spur private sector development and facilitate its transition from a centrally-planned to a market economy. The Enterprise Law changed the paradigm for private business in Vietnam by making business registration a legal right, rather than a privilege. Between 2000-2005, the number of private enterprises increased by more than 100%, adding over 2.5 million jobs to Vietnam's labor market. Despite this success, Vietnam's private sector remained undercapitalized, having only 12 companies with over $33 million in total capital. This case study follows Mr. Nam, a successful Vietnamese furniture manufacturer trying to identify sources of funding to expand his firm, which was established under the Enterprise Law. In the past, Mr. Nam managed to finance business expansion from retained earning and informal credit, however continued expansion required Mr. Nam to identify arm's length financing. In this search, Mr. Nam encountered two fundamental problems. First, the banking sector, still under state influence, did not have strong incentives to lend to the private sector. Second, private banks and other sources of capital require Mr. Nam to submit his business to an independent audit, which would certainly uncover many business practices which were technically illegal--and essential to competitiveness.
This case study encourages students to consider the social cost of weak regulatory environments, poorly designed economic laws, and the relationship between these conditions and the production of (undesirable) commercial norms. Instructors of development finance, small and medium enterprise finance, and legal and regulatory courses should find this case study useful.