Unblocking capital – The market has recovered, but cannot return to the old way of operating
After a period of sharp volatility, the policy challenge for the corporate-bond market is no longer simply to “reopen” the capital channel. The economy still needs medium- and long-term financing, while bank credit can hardly be the only channel to meet it. However, the recent lesson shows that if capital flows are unblocked without information disclosure, risk pricing and post-issuance supervision, the cost of restoring confidence will be very high.
Decree 200/2026/ND-CP, effective from 5 June 2026, was issued against a backdrop of a recovering market whose structure remains imbalanced. According to VBMA, in 2025 corporate-bond issuance value reached VND 621,672 billion, of which private placements accounted for 91.1%. In the first five months of 2026, total issuance exceeded VND 127,000 billion, reflecting the return of capital demand.
A bond offering a 10% annual coupon rate can be attractive if the issuing company possesses stable cash flows (In the photo: Ariston household appliance manufacturing plant). Photo: Duc Thanhh
Even so, this recovery is uneven. Banks and real estate remain the two main leading groups, accounting for about 92% of issuance value in the first five months of 2026, while VBMA estimates maturity pressure over the remaining seven months at about VND 141,908 billion. The market needs support for refinancing and new financing, but it cannot repeat a growth model that relies too heavily on distribution-based confidence or nominal collateral.
Decree 200: re-standardising the rules of the game
A notable feature of Decree 200 is its balanced approach between unblocking capital for enterprises and controlling risk for investors. First, the Decree clarifies the purpose of issuance and the management of cash flows after issuance. Enterprises must specify the purpose of capital use, use it in accordance with the announced plan, and separately monitor the mobilised capital. For institutional investors, this is an important change, because two bonds with the same nominal interest rate can carry very different levels of risk if their purpose of capital use, project legal status or source of repayment differs.
Second, the Decree raises requirements for the credit discipline of issuers. The rule capping total liabilities — including the value of bonds expected to be issued — at no more than five times owners’ equity for certain groups of enterprises signals that bonds should not become a tool for excessively prolonging leverage.
Third, the Decree more clearly channels investor categories. For most private-placement bonds, professional investors who are individuals may only participate when the bonds have a credit rating and collateral, or a payment guarantee from a credit institution. This is a necessary adjustment to limit the distribution of complex credit products to investors who lack the resources to analyse them. However, a credit rating should not be understood as an absolute “safety stamp.” Investors still need to understand the meaning of each rating level and determine for themselves the level of risk they can accept.
From “high interest rate” to “whether the interest rate adequately compensates for risk”
Viewed from the perspective of an institutional investor such as PVI Asset Management (PVI AM), a corporate bond is not a substitute for a deposit but a form of credit in the shape of a debt security. The first question, therefore, should not be “how high is the interest rate,” but “does that interest rate adequately compensate for credit, liquidity, legal and structural risk.”
A bond yielding 10% per year can be attractive if the issuer has stable cash flows, reasonable leverage, collateral of sufficient quality and clear commitments to protect bondholders. But that same interest rate may be insufficient if the repayment cash flow depends on asset sales, refinancing or hard-to-verify market assumptions. Decree 200 creates a foundation for interest rates to reflect each enterprise’s credit quality more closely, rather than merely reflecting the selling power of the distribution channel.
This is the major difference between a market operating on “distribution relationships” and one operating on “risk pricing”: every percentage point of interest must be justified by the credit profile, cash flows, payment-priority order, collateral quality and the ability to enforce in the event of a breach.
Collateral is no longer a matter of “whether or not”
An important lesson from the market is that collateral does not automatically mean safety. For institutional investors, the more important questions are whether the asset has full legal status, whether it has been independently valued, whether its value fluctuates sharply, whether bondholders’ enforcement rights are clear, and how its priority ranks relative to other creditors.
Decree 200’s stricter requirements on collateral, payment guarantees and the role of the bondholders’ representative and the collateral-management organisation are necessary steps. The market needs to shift from the mindset of “having collateral is enough” to “whether the collateral can be recovered to offset default risk.”
The new role of institutional investors
As issuance conditions and the participation conditions for individual investors are tightened, the role of institutional investors will become increasingly important. Fund-management companies, insurers, banks, securities firms and institutions with credit-analysis capabilities are not only buyers but also help shape market standards.
Institutional investors can create discipline at three levels. Before investing, they require complete documentation, a clear plan for capital use, tight bond terms and an interest rate that accurately reflects risk. During the holding period, they monitor cash flows, financial ratios, collateral and disclosure obligations. When adverse events occur, they can coordinate with the bondholders’ representative to require the enterprise to remedy, restructure or handle assets transparently.
In more developed markets, the growth of institutional investors usually goes hand in hand with credit ratings, secondary-trading data, yield curves by rating group and independent valuation standards. Vietnam is only at the early stage of that process, so Decree 200 can provide a legal boost, but market quality still depends on implementation capacity.
Conditions for the Decree to become substantive
For Decree 200 to be effective, the market needs several additional conditions. Information disclosure must be substantive in content; credit ratings need to be used as a risk-analysis tool; and the bondholders’ representative and the collateral-management organisation must be responsible for monitoring, warning and acting when bondholders’ interests are affected.
In addition, the market needs to develop more long-term institutional investors, while improving secondary liquidity and price data so that investors can reprice risk throughout the bond’s life. A healthy bond market is not one without risk. What matters is that risk is correctly identified, correctly disclosed, correctly priced and allocated to the right investors.
Conclusion
From an institutional investor’s perspective, Decree 200/2026/ND-CP should not be seen simply as a step to “tighten” the market. It is an effort to rebalance the capital needs of enterprises with the requirement to protect investors, and short-term confidence recovery with the building of long-term standards.
If implemented seriously, Decree 200 can help the corporate-bond market move into a phase of more selective, professional and sustainable development. At that point, the market’s success will be measured not only by issuance value but also by the quality of issuers, information transparency and investor confidence.
Unblocking capital is necessary for growth, but unblocking capital without risk discipline will create instability for the future. Conversely, controlling risk excessively without enabling good enterprises to access capital will strip the market of its role in channelling capital. Decree 200 is an important step towards balancing these two requirements.
