author(s)
Nguyen Ngoc Sang

abstract
This article focuses on analyzing employees’ rights and interests in enterprises from the perspective of the Stakeholder Value Theory, emphasizing that workers are not merely a labor force but also co-creators of value who deserve substantive participation in corporate governance. By examining the current legal framework of enterprise law in Vietnam, the article reveals that employees’ rights are still primarily protected within the scope of individual labor relations, lacking effective mechanisms for participation in strategy-making, dialogue, supervision, and policy formulation. The study draws upon international experiences, particularly the German model of “co-determination” (Mitbestimmung), and international standards such as the United Nations Guiding Principles on Business and Human Rights (UNGPs) and ILO Conventions No. 87 and 98. Based on these foundations, the author proposes legal reforms for Vietnam’s enterprise law, aiming to recognize employees as substantive stakeholders, incorporate ESG reporting obligations, strengthen mechanisms for participation and representation, and establish a legal framework that internalizes human rights within the corporate environment.