Câu hỏi:

a. Sự khác biệt giữa Insider và Outsider system

b. Lấy ví dụ ở Việt Nam dựa trên thị trường chứng khoán 1 ví dụ về trường hợp Insider và
trường hợp Outsider

a. Phân tích sự khác biệt giữa Insider và Outsider system trên 5 tiêu chí
1. Ownership
- Insider systems:
+ Characterized by concentrated ownership with relatively few quoted companies.
+ The dominance of corporate and institutional shareholders and reciprocal
shareholding.

- Outsider Systems:
+ Characterized by dispersed share ownership, with no single dominant shareholder
owning a significant portion of the company's voting shares.
+ Dominant owners in outsider systems are nonbank financial institutions and private
individuals.

2. Trading Shares:
- Insider Systems:
+ Shares in insider systems are infrequently traded, but when they are, they often
involve large blocks of shares.
+ Takeover activity is largely absent, and mergers are primarily done by agreement
rather than hostile bids.
- Outsider Systems:
+ Shares in outsider systems are easily sold and tend to be held for investment purposes
as part of a diversified portfolio, with a focus on trading rather than control.
+ Dissatisfaction with company performance typically leads shareholders to sell shares
rather than initiate changes in management or company policies.
+ Changing management and policies in outsider systems is a slower process, often
involving the takeover of failing businesses by other enterprises.
3. Relationship between management and shareholders
- Insider Systems:
+ there is active investor participation in controlling the company; which minimizes
external influences in the control of the company.
+ In an Insider system, information about the firm’s problems and performance is
available more readily to corporate or institutional shareholders than to individual
shareholders; this enables them to be better informed about the firm’s performance
because they have inside information.
- Outsider Systems:
+ Outsider system is characterized by a separation between ownership and daily control,
with little incentive for outside investors to participate in corporate control. This
system is prevalent in countries like Kenya and the United States.
+ Shareholders are seen as passive investors who rarely question how a company is
being operated. They have to rely on publicly available information to assess the
company.
+ When institutional investors have information advantages, they do not use this to
influence management directly but to maintain the value of their investment
portfolios.

4. BOD or other senior managerial positions

- Insider System:
More active owner participation => Owners + other stakeholders are represented
on the boards of companies, and there is active investor participation in controlling
the company; minimizes external influences in the control of the company.

Bộ máy:
- Directors are representatives of other companies and interest groups
- A two-tier board structure - including 02 bodies:
+ supervisory board: consists of outsiders such as labor representatives
& shareholder representatives - to supervise the management board
+ management board: consists of inside executives (usually
shareholders) - to supervise day-to-day business management.
=> Allow more stakeholders to offer the company a wider range of
advice.
=> Reinforce longer-term goals and stability for the company.

VD: Trường hợp các cty/tập đoàn gia đình - khi trong bộ máy cty sẽ có thành viên của
01 gia đình nắm vị trí qtrọng - supervisory board, chairman,... => từ đó nhúng tay
thúc đẩy trong qtrình bổ nhiệm management board.

(2 models của 2 nước typical trong nhóm insider system)

- Outsider system:

Owners and other stakeholders are NOT represented on the boards of companies.
 Bộ máy:
- Non-executive directors: are “outsider” - a person/institution that has no
direct relationship with the corporation or corporate management
+ appointed in boards of outsider system companies => to oversee the
behavior of the executive directors (but not engage in the daily
management of the business).
+ However, they are (most of the time) appointed by executive managers
=> and may not be independent in their actions or effective in
constraining executive directors
+ often few and can be outvoted by executive directors.

- Executive directors: are “insider” - a person who is either employed by the

corporation (an executive, manager, or employee) or who has significant
personal or business relationships with corporate management

5. Priority

- Insider systems typically give more priority to stakeholders than to market

regulations. This is because insiders have a long-term interest in the company
and want to ensure its success in the long run. They are therefore more likely
to consider the interests of employees, customers, suppliers, and other
stakeholders when making decisions.

- Outsider systems typically give more priority to market regulations than

to stakeholders. This is because outsiders are more concerned with short-term
gains and want to make sure that the company is maximizing shareholder
value. They are therefore more likely to focus on meeting market expectations
and complying with regulations.

Market regulations

Insider systems typically have fewer market regulations than outsider systems.
This is because insiders believe that they can regulate themselves and that
government intervention is unnecessary. They are therefore more likely to
oppose regulations that could restrict their freedom to operate.

Outsider systems typically have more market regulations than insider systems.
This is because outsiders believe that government intervention is necessary to
protect the interests of shareholders and other stakeholders. They are therefore
more likely to support regulations that promote transparency, accountability,
and fair competition.

b. Lấy ví dụ ở Việt Nam dựa trên thị trường chứng khoán 1 ví dụ về trường hợp
Insider và trường hợp Outsider
1. Example về insider dựa vào ttck: Viettel Construction
- Ownership is concentrated
- A single shareholder (also the largest one) - the Army Industry -
Telecommunications Group - owns 65.66% of the shares.
- Other individual shareholders hold merely 0.01% - 2.46% of shares
=> Dominance of corporate shareholders and reciprocal shareholding instead of a
private individual

- Shares are infrequently traded which can be seen in the frequency of transactions of
shareholders. Each individual shareholder has merely 3-4 transactions, which
happened mostly 2-3 years ago. The most recent one is in 22/09/2023 when Mrs.
Doan Hong Viet bought more than 1m shares and became the second largest
shareholder.
- According to the statistics on Fireant, the shareholders do not sell their shares to
other people. Shareholders usually question how a company is being operated, they
hold shares for control purposes
=> Active investor participation in controlling the company
- When shareholders are dissatisfied with the performance of the company
=> Initiate moves to change the management or even company policies, instead of
selling the shares

2. Example về outsider dựa vào ttck: (Lấy VD của FPT)

Masan Group Corporation (MSN) is a Vietnamese conglomerate with a diversified

portfolio of businesses, including food and beverage, mining, and retail. MSN is one
of the largest companies in Vietnam by market capitalization, and it is a major player
in the Vietnamese economy.

Here are some of the characteristics of MSN that make it an outsider system
company:

- Dispersed ownership and control

MSN's ownership structure is characterized by a wide distribution of shares among a

large number of shareholders. No single shareholder or group of shareholders holds a
controlling interest in the company. The largest shareholder owns 31.19% of the
 share, indicating that no individual or group has a dominant influence over the
company's decisions.
- Subject to a number of market regulations: MSN is subject to the same market
regulations as other publicly listed companies in Vietnam. These regulations, enforced
by the State Securities Commission of Vietnam (SSC), aim to ensure transparency,
accountability, and fair competition in the market. MSN's adherence to these
regulations further reinforces its position as an outsider system company.
- Significant Retail Investor Participation:

A substantial portion of MSN's shareholders are retail investors, individuals who

invest their own money in the company's shares. Each retail investor holds at most
0.5% of the shares