Asm2 736 D
Asm2 736 D
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Signatures
Contracting person: the legal representative of the company: Quach Trung Kien and Do Thi Nhu
Quynh
Contract object: service (outsourcing), the subject of the contract is not illegal
3. Suppose one article in the contract is breached/violated. Explain the situation as follow:
3.1 Describe the assumption of violation.
In Clause 4.1, Article 4 stipulates the price, term and payment method in the contract, which stipulates that
when there is a fluctuation in the price of raw materials and accessories, the two parties will agree on the
price of the finished product and set the price at that time. volatility point. This change will be notified by
Party A to Party B in writing 15 days before the delivery date. However, a violation occurs when Party A
does not notify Party B in advance in writing 15 days in advance, but unilaterally increases the price of the
finished product and directly delivers it to Party B and forces Party B to pay otherwise it will take 30%
without Party B has made a deposit and does not deliver the goods.
Reputation:
For other partners: When a business suddenly increases the price of finished products without warning,
causing other partners to doubt the reputation of the business, the enterprise may lose potential business
partners because cause a lack of trust. For businesses that are cooperating, the deterioration of the
business's
reputation may make them not want to continue extending the contract because they fear the
consequences of a bad reputation they may get.
For customers: According to Grade.us, 80% of customers will not buy from a business with a negative review
and 87% of customers report that they will reverse a purchase decision after reading negative news or
reviews about a brand, business. Businesses will lose a large number of potential customers, even loyal
customers after getting a bad reputation.
Employees:
Employees generally don't want to work in a business with a bad reputation. In the age of labour is genZ,
they are freelancers, like movement, it is difficult to retain employees, so retaining employees at companies
with poor reputation is even harder than reducing retention rates. At the same time, employees and
businesses will face difficulties in recruiting and increase recruitment costs.
helps the two parties save a lot of costs compared to going to court and still be able to continue working
with each other. each other in the near future. This is the optimal method for both long-term and short-term
purposes, the fairness of the decision made after the mediation is always guaranteed because the conciliator
is an expert in the field he deals with and conciliator as well. has more powers than a mediator. Specifically,
when a violation occurs, party A can look to a conciliator, an expert in the field of negotiation to consider a
reconciliation plan with party B. This method will consider and evaluate the level of violation. of Party A (the
violating party) and Party B (the aggrieved party) thereby coming up with agreements or reasonable
solutions to ease tensions and bring the cooperation relationship between the two parties back to normal.
The conciliator will look at the interests of both parties to help them come to an agreement, review and
evaluate the agreement, which will benefit both parties and avoid the consequences of bad reputation when
going to court.
If the violation has led to irreconcilable tensions, the two parties can sue each other in court. This is a legal
way to resolve stress, but it is extremely expensive and takes a long time to come to a final conclusion. The
plaintiff must first satisfy all the requirements of the law to have the right to initiate a lawsuit, then the
person or the petitioner shall send a lawsuit petition, enclosed with the documents and evidence that
he/she currently has, to a competent court. settle the case by the following methods: Filed directly at the
Court; Send to the Court by postal service; Submit online electronically via the Court's Portal (if any). After
receiving the lawsuit petition and accompanying documents and evidence, if deeming that the case falls
under the jurisdiction of the Court, the Judge must immediately notify the petitioner so that they can go to
the Court to carry out the procedures to pay money. Within 07 days from the date of receiving the Court's
notice of payment of the court cost advance, the plaintiff must pay the court cost advance. fees and submit
to the Court a receipt for the collection of the court fee advance. The judge or court only accepts the case
when the petitioner submits to the Court a receipt for the collection of the court fee advance. During the
processing time, the two sides also have to spend money to hire lawyers to protect. However, after the court
makes the
final decision, this will be a mandatory decision that must be enforced under the supervision of the law.
Litigation costs a lot of time and money, but it will bring the most correct and fair decision and also have
laws to ensure the enforcement of court decisions.
5. The scandal regarding the violation of company law regarding the violation of the Duties of the
Director
5.1. Describe the scandal
Fact summary:
On August 13, 2018, at the headquarters of the People's Court of Cao Bang province, the High People's Court
in Hanoi opened a public court hearing for the appellate trial of the criminal case handled No.
192/2018/TLPT-HS on March 9, 2018, for defendant Hoang Thi L who was tried at first instance for
embezzlement of property; Forging seals and documents of agencies and organizations; defendants Nguyen
Huu T and To Thi A were tried for the crime of intentionally violating the State's regulations on economic
management, causing serious consequences; defendant Nong Thi N was tried for the crime of Negligence
causing serious consequences.
Problem:
During the time of being assigned to act as Acting Head of the Accounting and Treasury Department of
Agribank.BL, Hoang Thi L committed fraud by creating fake papers, seals, and vouchers, making false
accounts, and making false reports. the truth, opening an account in the name of yourself and others to
appropriate 3,470,000,000 VND of Agribank.BL. The above acts of defendant Hoang Thi L have committed
the crimes of embezzlement of property under Point a, Clause 4, Article 278 and forging seals and
documents of agencies
and organizations according to Clause 1, Article 267 like the first-instance court. imputed to be the right
person, the right crime, not the wrong one.
Defendant Nong Thi N as Director of Agribank.BL approved 04 entries with a total value of VND
1,900,000,000 on the IPCAS system while having no original documents, which violated Decision No.
1000/QD-BOD- On July 5, 2011, Agribank's Financial Accounting Committee issued the Accounting vouchers
regime applied on the Agribank system; Decision No. 311/QD-NHNo-TCKT dated March 27, 2014, of
Agribank promulgating Regulations on rotation and handling of accounting vouchers in the Agribank system.
Therefore, the appellate trial panel determined that defendant Nong Thi N's above behavior was guilty of
intentionally violating the State's regulations on economic management, causing serious consequences
under Clause 3, Article 165 of the Code 1999 as the point of view of prosecution and protest is acceptable.
Decision:
Pursuant to Point b, Clause 1, Article 355; Article 357 Criminal Procedure Code: Acceptance of Appeal No.
01/QD-VKSCB-P2 dated February 5, 2018, of the Procurator General of the People's Procuracy of Cao Bang
Province; not accept the appeal of defendant Hoang Thi L; amending the first-instance criminal judgment No.
04/2016/HSST dated January 25, 2018, of the People's Court of Cao Bang province.
1. Point a, Clause 4, Article 278 shall be applied; Clause 1, Article 267; point b (for the crime of
embezzlement of property), p Clause 1, Clause 2 Article 46; Article 47 (for the crime of embezzlement of
property); Article 50 of the 1999 Penal Code, sanctioning defendant Hoang Thi L 15 (Fifteen) years in prison
for embezzlement of property; 06 (Six) months in prison for forging seals and documents of agencies or
organizations. Summarizing the penalty, forcing the defendant to serve both crimes is 15 (Fifteen) years and
06 (Six) months of imprisonment, the prison term is counted from the date the defendant serves the
sentence.
2. Clause 3 of Article 165 shall be applied; Point p, q, Clause 1, Clause 2, Article 46 of the 1999 Penal Code,
sanctioning defendant Nong Thi N 04 (Four) years in prison for the crime of intentionally violating the State's
regulations on economic management, causing consequences serious, the prison term is from January 15,
2018.
Defendant Hoang Thi L had to pay 200,000 VND for appellate criminal court fees. Defendant Nong Thi N is
not subject to appellate criminal court costs.
Under the UK Companies Act 2006, the Duties of a Director are explained in a coherent way across eight
duties (The National Archives, 2023). The above scandal has violated two provisions of the law, which are the
Duty
to act within the power and the Declare an interest in an existing transaction or arrangement; which has had
a serious impact on the company.
According to article 171 of the company law 2006, Ms. Hoang Thi L and Ms. Nong Thi N both violated the law
when failure duty to act within power. Ms. Hoang Thi L forged seals and documents of agencies and
organizations as well as embezzled company assets, seriously affecting the organization. Along with that, Ms.
Nong Thi N intentionally violated the State's regulations on economic management, causing serious
consequences, so she violated the Company Law 2006.
In addition, according to article 177 of the 2006 company law, it is mentioned "Declare an interest in an
existing transaction or arrangement", Ms. Hoang Thi L violated when embezzled the company's assets up to
10 billion VND, causing a serious impact on the company.
Each corporation must bear some consequences following a scandal. Five specific aspects were considered:
reputation, domino effect on other organizations, capital expenditures, employees, stock price, forthcoming
initiatives, and debt. The consequences incurred by the corporation will be examined further below.
Reputation: Company reputation suffers when a judgment is served. The company's reputation
among employees as well as customers and suppliers for upcoming projects has also been affected
somewhat.
Domino effect on other businesses: This incident compels directors with embezzlement intentions
to limit their behavior, and corporations to pay greater attention, limiting the appearance of
embezzlement and counterfeiting.
Capital expenditures: The loss and appropriation of more than 10 billion VND caused serious
damage to the bank's capital costs.
Employees: The first affected people, in this case, our employees. When the Company loses 10
billion VND, it will directly affect the salary and bonus and the activities taking place in the company,
so the employees are the most affected. Besides, employee morale is affected significantly.
Price of stocks, upcoming projects, and debt: The stock price dropped significantly after the scandal
happened, and the upcoming project may have to be delayed because of the large loss.
Comply with labor discipline, labor rules; comply with the management, administration and
supervision of the employer: Comply with the management and administration of the employer.
Labor law stipulates that employees, and employers must fulfill other commitments, on the contrary
due to the characteristics and requirements of production and business. Due to the stability and
order of enterprises, agencies, organizations, for the safety of enterprises and investment assets, the
law stipulates that employers are entitled to manage employees.
Implementation of the laws on labor, employment, vocational education, social insurance, health
insurance, unemployment insurance and safety, labor hygiene: Implementation of this obligation
requires employees to comply, properly and fully comply with the provisions on labor, employment,
vocational education, social insurance contributions, health insurance and the provisions related to
the two above mentioned insurance sectors (declaration, use of cards, inspection, other relevant
procedures, not implementation of the profiteering ban...).
7. The scandal related to the violation of the Duties of Employers in the company
7.1. Describe the scandal
Fact Summary:
At the end of August 2020, Ms. D was verbally informed by the human resources department that she would
quit her job on August 31, 2020, but the reason was unknown. On August 31, 2020, S Company issued the
decision No. 82/QDCDHDĐLD/2020 to terminate the labor contract with Ms. D that S Company unilaterally
terminating the labor contract with Ms. D is against the law, Ms. D filed a lawsuit to request the Court to
settle.
Problem:
According to the dossier, it is found that Ms. D and S Company signed an indefinite-term labor contract in
November 2019 with a salary of VND 4,695,000/month. On August 31, 2020, S Company let Ms. D quit her
job but did not specify the reason for the case of unilateral termination of the labor contract, which violates
Articles 38 and 41 of the Labor Code. Therefore, S Company must pay compensation according to the
provisions of Article 42 of the Labor Code to D. The amount of compensation requested by Ms. D is in
accordance with Article 42 of the Labor Code and is beneficial to S Company.
Decision:
1/Accept the request of Ms. Tran Thi Ngoc D represented by Mr. Vo Hoai Phong on the dispute "Request for
compensation due to unilateral termination of labor contract" for S Vietnam Co., Ltd., Long An.
Forcing S Vietnam Co., Ltd., Long An to compensate Ms. Tran Thi Ngoc D the following:
1.1/ Additional premium payment including: Social insurance, health insurance, and unemployment
insurance in the period from September 1, 2020, to November 30, 2020, is 3,028,275 VND.
1.2/ The salary and allowance for the days Ms. D is not allowed to work from September 1, 2020, to
November 30, 2020, is 14,085,000 VND.
1.3/ Compensation for two months' salary under Clause 1, Article 42 of the Labor Code is VND 9,390,000.
1.4/ Compensation for an additional two months' salary according to Clause 3, Article 42 of the Labor Code is
VND 3,390,000.
1.5/ Compensation for violation of the notice period is 7,042,500 VND. Apply Article 468 of the Civil Code to
calculate interest for late implementation.
2/ Court fees: Ms. Tran Thi Ngoc D does not have to pay court fees. Forcing S Vietnam Co., Ltd., Long An to
pay VND 1,288,073 in first-instance labor court fees to be added to the State budget.
After a scandal was tried, S Company had to bear a large part of the damage. The direct effects on the
company will be mentioned below.
· Reputation: S Company will suffer in terms of reputation for employees as well as customers and suppliers
for upcoming projects. Especially the accompanying payments affected by the scandal.
· Domino effect on other businesses: When a lawsuit is successful, it might impact a flood of firms both
inside and outside the industry, as well as employees. This is a chance for employees whose contracts are
unilaterally terminated by corporations but who do not dare to speak up. Companies will also evaluate and
alter in order to minimize unilateral termination of an employee's contract as much as possible.
· Financial expenditures: Having to compensate for non-contractual payments to Ms. D caused Company
S to lose a large part of its capital. Specifically, S company must compensate Ms. D an amount of VND
38,223,848.
· Employees: The most affected employees were morale when the scandal broke out. People feel anxious
and insecure at work out of fear that they might do the same.
A shareholder is a person, company, or organization that owns at least a portion of the stock of a company
or mutual fund. Shareholders essentially own the company, which comes with certain rights and
responsibilities (Hayes, 2023). Their percentage of ownership depends on the number of shares they hold
relative to shareholders. Major shareholders who own and control more than 50% of the outstanding shares
of the company will have the right to vote on activities in the company. Minority shareholders hold less than
50% of the company's shares, even at least one share, and have no influence over decisions (Hayes, 2023).
Each company's shareholders have specific roles in running and managing the company successfully and
developing it. One of the shareholders' responsibilities is to debate, determine, and vote on the company's
director election and director remuneration. Everything is calculated correctly in order to counteract the
expenditures and expenses of living in the city where the director resides, which cannot compensate for the
company's incentives. Furthermore, shareholders are responsible for making decisions in areas where the
director lacks authority, such as modifications to the company's charter; examining and approving financial
accounts and reports as required by the Companies Act. Together with that, shareholders decide dividend
payout ratios, ensure dividends are paid out, think vote, and decide on any organizational issues (strategy,
mergers, acquisitions, payouts, and so on) (Trinidad, 2022).
9. Explain the way to raise capital for a company: Loan capital
In a business, there are two ways to raise capital: Share Capital and Loan Capital (Mason, 2000)
Share Capital: capital generated from the contribution of shares through the sale of new shares (Armour,
n.d.)
Loan Capital: Borrowed capital is created through the issuance of promissory notes (debentures) to
creditors. Debentures include debenture stock, bonds, and any other securities Debenture includes
debenture stock, bonds, and any other securities of a company whether constituting a charge on the assets
of a company or not as defined in the Companies Act. This is an inclusive definition and amounts to the
borrowing of monies from the holders of debentures on such terms and conditions subject to which the
debentures have been issued (Goyal, 2016).
Strength: An interest-paying credit bond takes place, usually, the investor will receive coupon interest or
regular interest payment from Debenture. After a certain period of time, convertible bonds are usually
converted to equity shares, which are considered a case of conversion to become more attractive to attract
an increased number of investors. In addition, in the event that the business may go bankrupt, the debt of
common shareholders is put up for prepayment.
Weakness: Bonds have fixed interest rates, so when market interest rates rise in this environment, interest
rate risk issues may arise. In this situation, the investor can calculate and see the investments being made to
pay a higher market interest rate than the return they can receive. In order to gain investor confidence,
which is very important when assessing risk opportunities, the underlying issuer must meet the financial
capacity. In addition, credit bonds are very susceptible to inflation risk if coupon payments are delayed and
do not catch up with the inflation rate.
Risks of debentures to investors: This brings inflation risk to the creditor if the interest rate on the debt is
lower than the inflation rate. In addition, Debenture also brings interest rate risk to investors if the debt held
has a fixed interest rate but is affected by rising market interest rates. Investors will find debt paying less
than other available investments that pay higher market interest rates. If this is the case, investors in credit
bonds will have a lower income compared to other markets. In particular, Debenture also carries credit and
default risks, when businesses face financial difficulties due to macroeconomics and internal reasons, leading
to investors' ability to default on bonds. In the event of bankruptcy, the return to common stockholders will
take place after the bondholders.
10. Explain different types of company according to Vietnamese Law (The Enterprise Law 2020).
10.1 Sole Trader/ Sole Proprietorship
A sole proprietorship is not a legal entity. According to the rules of the Enterprise Law 2020, a private
enterprise is the only type of enterprise without legal standing (Luatminhkhue, 2022). (Luatminhkhue, 2022).
According to the law of Vietnam, private firms are categorised as one-owner enterprises. From this feature,
it can be observed that private firms are contributed capital and invested by an individual, this is also the
basic signs along with a few additional indicators that make a private enterprise different (Luatminhkhue,
2022). (Luatminhkhue, 2022).
The business owner has limitless liability for the debts and other obligations of the business. When a private
enterprise is unable to pay its due debts and goes into bankruptcy, all assets possessed by the owner of the
private business are brought out to fulfill financial responsibilities to the State. and property liabilities to
other entities (Luatminhkhue, 2022). (Luatminhkhue, 2022).
Current corporate law restricts the right to issue all types of securities to private firms. Securities include
stocks, bonds, fund certificates; Warranties, covered warrants, right to buy shares, depository certificates;
Derivative securities (option contracts, futures contracts, forward contracts); Other types of securities
regulated by the Government (Clause 1, Article 4 of the Securities Law 2019). (Clause 1, Article 4 of the
Securities Law 2019). The reason that the legislation mandates that private firms cannot issue securities is
because of the reasons deriving from the features and nature of private enterprises (Luatminhkhue, 2022).
(Luatminhkhue, 2022).
10.2 Partnership
In a partnership, the partners carry out business operations together on a regular basis and are jointly and
severally accountable for the company's debts. A typical sort of partnership firm is a partnership company,
sometimes known as a partnership company (Luatminhkhue, 2022).
The Enterprise Law 2020's laws on partnerships in Vietnam contain particular characteristics. There must be
at least two members who are also the company's common owners and do business under that name
(known as general partners); The corporation may have additional capital contributors in addition to general
partners; Capital contributors are only liable for the debts of the company to the extent of the capital
contributed to the company;
General partners: must be individuals, must be in the company, and must have at least two
members. General partners are responsible for the obligations of the company with all of their
assets. The general partner is the partnership's essential component since without this partner, the
partnership cannot be formed or run.
Capital members: may or may not be partners; they may or may not be individuals or organizations.
As general partners, capital-contributing members play a little role, but their participation increases
the partnership's capacity to raise cash.
The partnership also has legal standing as of the date the certificate of business registration was issued. A
partnership cannot issue any sort of securities (Article 172). As a result, the Law on Businesses does not offer
a broad definition of a partnership, instead describing it in terms of certain traits.
A single-member limited liability company is a firm operated by an individual or group (hereinafter referred
to as the company owner). The owner is accountable for all debts and other property obligations up to the
amount of the company's charter capital. A one-member limited liability company can conduct business as
of the date the Certificate of Business Registration was granted. A limited liability company with only one
member is not entitled to issue shares, unless it converts into a stock corporation. A one-member limited
liability corporation may issue bonds and engage in a private placement of bonds in accordance with Articles
128 and 129 of the Enterprise Law 2020 in compliance with this Law and other applicable laws
(Thuvienphapluat, 2022).
A limited liability company with two or more members is a business with between two and fifty
organizations or individuals as members. A member is liable for the debts and other property responsibilities
of the enterprise up to the amount of capital donated, except in the cases outlined in Clause 4, Article 47 of
the Enterprise 2020 Law. The capital contribution of the member Members may only be moved in
accordance with the Business Law 2020's Articles 51, 52, and 53. A limited liability corporation with two or
more members has legal status upon issuance of the Certificate of Business Registration; nevertheless, it is
prohibited from issuing shares unless it converts into a joint stock company (Thuvienphapluat, 2022).
10.4 Joint stock company
A joint stock company is a specific type of enterprise, as described by Clause 1, Article 111 of the Enterprise
Law 2020, in which: the charter capital is divided into equal parts known as shares, and the shareholders are
the individuals or entities that will own shares. There is no maximum number of stockholders; however, a
minimum of three is required. Shareholders are solely accountable for the debts and other property
obligations of the firm in proportion to their interest in the business. Joint stock companies can raise capital
by issuing shares, which generate dividends for shareholders. Article 74 of the Civil Code of 2015 states that
a joint-stock company meets all requirements to be considered a legal entity. After obtaining a Certificate of
Enterprise Registration, the business is now legally recognized. On January 1, 2021, the Law on Enterprises
2020, which established various additional regulations for joint stock companies, entered into effect
(Luatvietnam, 2021).
The date of issuance of the Certificate of Business Registration grants a joint-stock firm legal status and the
authority to issue shares, bonds, and other securities. Shareholders' liability for the enterprise's debts and
other property responsibilities is limited to the amount of cash contributed to the business. Article 120,
paragraph 3, and Article 127, paragraph 1, of the Business Law 2020 (Luatvietnam, 2021).
Conciliation and mediation have similarities but are completely different. To clarify the difference between
these two processes, the characteristics of each process will be analyzed below.
Definition:
Mediation: The mediation process is a dispute resolution process between the parties, and a third-party
mediator will assist both parties in coming to an agreement (Family Mediation & Counselling Services, 2023).
Conciliation: As an alternative dispute resolution method, conciliation is when a third party is appointed to
help resolve a dispute by persuading both parties to reach an agreement (Family Mediation & Counselling
Services, 2023).
Similarities:
Both mediation and conciliation seek to find problems and dispute resolution to the same problem. These
are non-judicial, non-adversarial processes in which parties seek solutions to their problems instead of
competing with each other. These are voluntary in nature, i.e. both parties should agree to mediate or
conciliate the dispute. Moreover, both of these methods work well to help parties maintain their existing
relationship (Surbhi S, 2017).
Differences:
Mediation: The mediator in this process is a communicator and is not biased. The role of the mediator is to
coordinate the mediation session, helping one party side with the other to find a solution to their dispute.
The mediator will facilitate a constructive conversation between the two parties to reach an agreement. In
other words, the mediator can only mediate to ensure fairness for both parties and the decision-making is in
the hands of the participants. The purpose of the mediation process is to reach an agreement between the
parties that is enforceable by law. In the United Kingdom, Mediators are regulated by the Civil Procedure
Code 1908 (Family Mediation & Counselling Services, 2023).
Conciliation: A conciliator is a person with expertise in the area in which the two parties are in dispute. The
role of the conciliator is to facilitate, evaluate, and intervene in the conciliation session. Unlike mediation, in
conciliation, a third party participating in the discussion will advise and intervene to assist the parties to
resolve the dispute with the solutions offered by them. The Conciliation process aims to come to a
settlement agreement and it is enforceable as a civil court judgement. In the UK, conciliators are regulated
by the Arbitration and Conciliation Act 1996 (Family Mediation & Counselling Services, 2023).
11.2 Comparison between Alternative Dispute Resolution (ADR) and civil litigation procedures (court).
Alternative dispute resolution (ADR) and civil proceedings each have advantages and disadvantages. To
clarify this issue as well as evaluate the effectiveness of each method, the pros and cons related to factors
such as time-saving, procedural, economy, security and relationships will be analyzed below.
Time-saving: For this factor, this is clearly an advantage of ADRs. The process for a court to resolve a litigious
case is lengthy. It is normal for court proceedings to take months or more than a year before going to trial.
There are even cases that have to be resolved within years. This is due to a number of issues such as the
pressure on the court system and the amount of time it takes for the UK Public Prosecution Service and
defense lawyers to build their cases (IDAS, 2023). Meanwhile, ADR can lead to an effective solution in much
less time. Most ADR sessions are completed in ½ to 2 days. Some ADR sessions continue for several weeks,
with the parties meeting for a day or two at a time. In addition, the ADR can also give people more
opportunities to determine the timing of their dispute (Pearcelegal Solicitors, 2022).
Procedure: Obviously, the procedures when going to court are very complicated. Plaintiffs when filing
lawsuits in court will need to follow the rules set by the court. For example, when a person wants to settle a
dispute involving a civil matter in court, he or she will have to follow the rules of civil procedure. The rules of
civil procedure make up a procedural code with the most important purpose of helping courts to deal with
cases fairly (Justice.gov.uk, 2023). Court proceedings begin with the plaintiff filing a “complaint” with the
court. If the complaint is accepted, the court appoints a date for oral argument and forwards the complaint
to the respondent. On the day of the oral argument, the defendant submits a written response to the court
that acknowledges or denies the facts and claims of the claim and alleges other facts or legal issues. In
contrast, the procedures of ADR are much simpler. These processes are generally confidential, less formal,
and less stressful than traditional court proceedings.
Economic aspect: The cost for consumers to use ADR rewards is cheaper than going to court. The parties will
generally agree to bear the costs of the mediator equally. Fees will vary depending on the ADR provider,
with a UK government report stating that fees for people to use ADR range from £90 to £103 (service.gov.uk,
2018). As for the fee for court proceedings, the fee will vary from case to case. For example, Divorce or civil
partnership termination costs £593, Claims range from £35 to £10,000 - depending on the amount
claimed,... (Gov.uk, 2023)
Confidentiality: In the case of confidentiality, the confidentiality of ADRs is superior to that of court
proceedings. This is because the ADR process involves only two disputing parties and a third party.
Meanwhile, a lawsuit when it is heard will be in a public form. Civil court proceedings in England and Wales
are, as a general rule, open to the public. Additionally, the public can access certain court documents and
request access to other court documents or documents referred to in court (Ashurst, 2021). As for ADRs, the
ADR Act's confidentiality provisions primarily protect communications between parties and neutral parties.
The ADR Act prohibits the neutral from disclosing any documents prepared by or for the neutral and
voluntarily testifying as a witness regarding communications made during the ADR process.
Remaining relationship: This factor depends a lot on the hostility of the two disputing parties. When the two
parties have determined to use the court to resolve the dispute, it can be certain that the two sides have
hostile attitudes towards each other. Therefore, it is very difficult to determine the future relationship
between the plaintiff and the defendant. However, ADR can be a less adversarial and hostile way of resolving
disputes. For example, an experienced mediator can help the parties effectively communicate their needs
and views to the other party. This can be an important advantage when the parties have a relationship that
needs to be preserved (Ca.gov, 2023).
Although ADRs offer many benefits, that does not mean that courts are unnecessary. Courts still have their
advantages that ADR cannot bring. Court proceedings ensure that disputes are resolved fairly. The judge's
decision is not relevant to the disputing parties. Instead, it will be based on the information and evidence
gathered, and the testimony of witnesses. Therefore, the judge's decision is neutral and based on existing
facts. Additionally, the judge's decision is permanently legally binding and binding on all parties to the
dispute, both the plaintiff and the respondent (ADCOLaw, 2021).
12. To further enhance your illustration, you may have in depth analysis of how other broader
legislations/ regulations or standards make effects on business by:
FPT is one of the largest information technology service companies in Vietnam with the main business of
providing technology products and services. Because of its large scale and influence, FPT's management
apparatus is always an example for small and medium enterprises in Vietnam to learn. Specifically, FPT
always publicises the "Statute of FPT Joint Stock Company" on the portal of the State Securities Commission
of Vietnam (FPT Securities, 2022).
In chapter 2 about shareholders and co-shareholders. Article 7 refers to reports on activities of the Board of
Directors at the Annual General Meeting of Shareholders Unless otherwise provided for by law or the
Charter, the report on activities of the Board of Directors shall be submitted to the Annual General Meeting
of Shareholders. must include at least the following:
(a) Evaluation of the Company's performance during the financial year;
(b) Assessment results of independent members of the Board of Directors on the operation of the Board of
Directors;
(c) Activities of other sub-committees under the Board of Directors
(d) Operation, remuneration and operating expenses of the Board of Directors and each member of the
Board of Directors as prescribed in Clause 3, Article 163 of the Enterprise Law 2020 and the Company's
Charter;
(e) Summary of meetings of the Board of Directors and decisions of the Board of Directors;
(f) Monitoring results for the General Director;
(g) Monitoring results for other Managers; and
(h) Long-term strategic plans. (CafeF, 2022).
With each Annual General Meeting of Shareholders of FPT, they always have a Board of Directors and a
Supervisory Board, and these two groups of positions need to make accompanying reports. This is not only
the company's charter and internal regulations, but in fact this is also included in the items under Article 139
of the General Meeting of Shareholders under the Enterprise Law 2020. However, FPT's regulations are
specific. can and has been more detailed with the law. FPT requires that the Board of Directors' report on
the activities of the Board of Directors must contain the above 8 contents.
The laws that have adjusted FPT's internal regulations are clearly shown in the sections. FPT's charter and
internal regulations when published on the web portal of the State Securities Commission of Vietnam should
fully meet the requirements in Decision 515/QD-UBCK 2012 on handling and information disclosure. At the
same time, even in FPT's charter and internal regulations, the content is also indicated based on Clause 3,
Article 163 of the Enterprise Law 2020 and the Company's Charter. Therefore, the Law has been the basis for
FPT to develop its regulations. FPT needs to rely on available laws and decisions to comply with and issue
internal regulations. FPT's charter has similarities with Clause 3, Article 163 of the Enterprise Law 2020. The
remuneration of each member of the Board of Directors, the salary of the Director or General Director and
other managers shall be included in the business expenses of the company in accordance with the law on
corporate income tax. appear as a separate item in the company's annual financial statements and must be
reported to the General Meeting of Shareholders at the annual meeting.
FPT's charter and internal regulations on corporate governance are highly legal, because as analyzed above,
FPT's Charter has similarities with legal provisions. According to Thanh (2021), FPT was based on the legal
basis to build internal governance regulations on corporate governance. Specifically, they still develop
internal regulations that fully meet the legal basis: Enterprise Law 2020, Decree No. 71/2017/ND-CP dated
June 6, 2017 of the Government guiding on corporate governance. companies applicable to public
companies; Circular No. 95/2017/TT-BTC dated September 22, 2017 of the Ministry of Finance guiding a
number of articles of
Decree 71/2017/ND-CP of June 6, 2017 guiding the military rule applicable to public companies. In addition,
with specific regulations, FPT always clearly states the legal document it is based on, for example, with
article 7 of FPT above, they have clearly stated that the regulation is based on Clause 3, Article 163 of the
Enterprise Law. 2020 and the Company's Charter. The provisions of the law in general and the law on
enterprises in particular cannot be detailed and adjusted appropriately for the organisation and operation of
all companies, therefore the charter and internal regulations Each company's set is different.
The connection between internal regulations, standards of the association and the law is clearly shown in
legal documents. When developing and promulgating the Charter and internal regulations, companies
should note that the contents of the Charter and internal regulations must not contravene the provisions of
current laws.
Currently, the Enterprise Law 2014 has many laws that allow companies to make more decisions on their
own through the following provisions: "The company's charter does not provide otherwise" or "The
company's charter does not stipulate". This is also clearly reflected in FPT's documents, they always
emphasise that "Unless the law or the Charter provides otherwise, then..." It can be seen that the Law is the
basis for publicity. The Company promulgates the Charter and Internal Regulations. Comply with the
provisions of the law related to the organisation and operation of the Association. The company's charter
and the ministry's governance regulations are considered as the "law" of each enterprise, the foundation for
building and managing a solid, civilised and progressive team.
13. Figure out the advantages and disadvantages of a Limited liability Company. Good examples or
data should be provided to support the analysis.
Advantage
The first advantage is that the investment has legal standing, which means that the investor has limited
liability within the charter capital, reducing the risks associated with the execution of production and
commercial activities. Mr. Phan Viet Lam owns the Saigon Zoo and Botanical Garden one-member limited
liability business, for instance (Congtydoanhnghiep, 2021). Later, according to the financial filings for the first
six months of 2022, the company's liabilities are $20,780,031,133, but Mr. Lam only has limited obligations
for the whole capital of $73,473,164,213 without harming his personal property (Saigonzoo, 2022).
The second benefit is that the members frequently know and trust one another, thus the number of
responsible firm members is small and management and administration are not overly complex. This is
explained by the fact that a limited liability business might have one, two, or more members
(Thuvienphapluat, 2022). In addition, the maximum number of members permitted to acquire business
capital is 50. Hence, it is quite simple to regulate both the members and the internal operations of the
organization.
In addition, the capital transfer regime is stringently regulated, allowing investors to easily manage member
changes while prohibiting the entry of outsiders into the organization. Contributing capital to a limited
liability corporation is quite straightforward and does not demand a large proportion of capital commitment.
If a member chooses to transfer his or her contributed capital, he or she may only do so with the approval of
other members.
Another benefit is that limited liability firms are permitted to issue bonds for capital-raising purposes. This
assists the organization in establishing a new capital mobilization channel and enhancing its name and brand
on the market. A case in point is Vinametric limited liability corporation, which has generated a total of VND
3,705 billion from local bondholders over 24 rounds of consistent issuance (Duy, 2019). As a result,
Vinametric realized a massive profit of VND 27 billion (Nguyen, 2021)
Disadvantage
Due to the fact that company members are fully liable for cash contributions promised to the business,
partners and consumers may decline to participate out of fear of potential risks to themselves.
The process of capital transfer will be subject to stringent legal regulation. For instance, a member's capital
contribution may only be transferred in accordance with Business Law Articles 52, 53, and 54.
(Luatsunghean, 2016). Hence, the transfer process will encounter many barriers and challenges and, in some
instances, may breach legal restrictions, harming the company's reputation and business status.
Moreover, the limited ability to raise finance is a drawback. Due to the fact that a limited liability company is
not permitted to issue shares, when it wants to obtain a substantial amount of capital, it will encounter
several obstacles and have commercial delays. In addition, issuing bonds might occasionally result in
drawbacks. According to recently published information from Vinametric, the company's equity at the end of
2019 was roughly VND 1,983 billion, and its debt-to-equity ratio was 3.99. (Nguyen, 2020). This can serve as
a warning about the potential for businesses to default on their bonds, causing severe damage to
businesses.
14. Point out which type of business organization is the most popular in Vietnam and explain the
reason with good examples, evidence, or data.
Types of newly registered enterprises by type, region and field (Dangkykinhdoanh, 2021)
Generally speaking, limited liability firms, joint stock companies, or private companies are the most common
business structures in Vietnam. According to statistics on newly founded businesses comparing the week of
May 2021 to the week of April 2021, there were 1,629 one-member limited liability companies, 603 limited
liability companies with two or more members, 511 joint stock companies, and 26 private businesses,
accounting for 58.8%, 21.8%, 18.5%, and 0.9% of all newly established businesses, respectively
(Dangkykinhdoanh, 2021).
This week, compared to last week, there were two different types of increases in the rate of newly
established businesses: the type of private enterprise climbed by 18.2%, and the type of joint stock company
increased by 2.6%. (Dangkykinhdoanh, 2021). The type of limited liability company with one person fell by
14.9% in the opposite direction, while the type with two or more members fell by 6.5%.
Additionally, according to data from the Ministry of Planning and Investment (as of March 2022), one-
member limited liability firms represent more than 60% of all registered business kinds (Ketoansongkim,
2020). One-member limited liability corporations are the most often registered due to its suitability for the
majority of businesspeople. One-member limited liability corporations are the most popular business
structure in Vietnam because of the populace's distrust of business partnerships and the country's still-
restricted commercial reach of individuals.
In addition, there were 10,791 one-member limited liability companies, accounting for 40.801% of the total
number of returning businesses, 8,513 two-member limited liability companies, accounting for 32.188%,
2,475 private businesses, accounting for 9,358 percent, 4,668 joint-stock companies, accounting for 17.650
percent, and 1 partnership company, accounting for 0.004%. (Mai, 2017).
The popularity of limited liability firms in today's commercial sectors and the frequency with which business
owners select them make it evident that they are a popular choice. Due to its ease of administration and low
risk to investors, business owners, or a small number of business members, this type of business is usually
chosen (Ketoansongkim, 2020). This sort also discourages outside investment in the company, is unrestricted
by particular business lines, and helps business owners easily control contributed funds and capital transfers.
In Vietnam, although alternative dispute resolution methods have become more popular than in the past,
court proceedings are still the method most used by citizens. According to the Ministry of Justice, the
number of successful mediation cases under the Law on Mediation from 2016 to 2018 was 323,046
cases/393,649 cases, reaching 82.06%. However, during the above time, the number of cases in that
mediators performed mediation only accounted for 32.9% of the number of cases that the Court had to
accept and settle (393,649/1,196,487 cases) (National Assembly web portal, 2020). According to a report by
The Supreme People's Court Of The Socialist Republic Of Vietnam, during the 2016-2020 period, the Courts
handled 2,433,631 cases (The Supreme People's Court Of The Socialist Republic Of Vietnam, 2020). From
that, it can
be seen that Vietnamese citizens still give priority to trial in court to ensure fairness in civil, marriage and
family, and labour disputes. For commercial disputes, companies often choose a more negotiated method. A
survey by the Ministry of Justice shows that the preferred method of dispute resolution for Vietnamese
enterprises is negotiation (57.8%), the court (46.8%), conciliation (22.8%), and finally arbitration (16.9%)
(Tien and Manh, 2016). Through the above data, it is easy to see that the court is still the preferred place for
Vietnamese citizens to settle disputes. Along with that, the courts in Vietnam have a very high case
resolution rate and this makes people trust and choose this method. The reason why other resolution
methods are not used as much as the courts are that ADR in Vietnam is not widely known. A lot of people
are still unaware of ADRs, especially in rural areas, which makes them often resolve disputes by courts.
Moreover, the guarantee of fairness that the court brings makes people choose this method mainly.
Figure 3 Statistics of the Ministry of Justice on dispute resolution methods that Vietnamese enterprises
prioritize (Tien and Manh, 2016).
16. Conclusion
The report has introduced the most basic concepts of contract and some corporate law. The analysis of
specific examples also indicated strengths and weaknesses and notable solutions. The Enterprise Code 2013
also specifies the terms to be able to do business in this market. The scope of regulation of the Law on
Enterprises covers the establishment, organization, management, and operation of four types of enterprises,
regardless of ownership and economic sectors, in order to create a unified and transparent legal framework
that applies to all types of enterprises for all types of businesses. The UK market is a market worthy of
consideration and investment expansion. Understanding business law clearly can avoid unnecessary risks.
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