Securities Offering Regulations and Stock Market Upgrading: Comparative Legal Lessons from the United States and Singapore for Vietnam

The upgrading of Vietnam’s stock market is closely linked with the country’s need to mobilize medium- and long-term capital for accelerated economic growth. In this context, securities offering law plays an important role because it determines how issuers enter the primary market, how investors receive material information, and how market confidence is maintained. This article examines selected legal experiences of the United States and Singapore in regulating public offerings, private placements, special financial products, and mechanisms supporting small and innovative enterprises. On that basis, the article compares the main similarities and differences between these jurisdictions and Vietnam. It argues that Vietnam already shares the basic regulatory distinction between public offerings and private placements, but its framework remains limited in relation to securitisation, commodity-based derivatives, and flexible capital-raising mechanisms for innovative start-ups. The article recommends that Vietnam recognize securitisation as an independent financial activity, develop a specialized legal framework for commodity exchange transactions and related derivatives, and design more proportionate securities offering rules for start-ups. These reforms would support market upgrading while preserving investor protection and regulatory stability.