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ASSIGNMENT 2 FRONT SHEET
Qualification BTEC Level 4 HND Diploma in Business
Unit number and title Unit 7: Business Law
Submission date 23/06/2022 Date Received 1st submission 23/06/2022
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1.NGUYEN CAO QUYEN QUYEN
2. NGUYEN KHANH LY LY
Group number: 3. DO HUY THANH THANH
4. NGUYEN THANH TRA TRA
5. BUI THI NHUNG NHUNG
Class GBH1013 Assessor name NGUYEN THI THU
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Table of Contents
1.Introduction........................................................................................................................................9
2. Service provision contract................................................................................................................10
3. The contract terms are pretty broken...............................................................................................19
5. FLC case: The violation of Company Law..........................................................................................22
5.1 Describe the Scandal..................................................................................................................................22
5.2 The Breach of Director's Duties in this case................................................................................................23
5.3 The impacts of the scandal to the business of the company.......................................................................24
6. Duties of employers according to Vietnamese Labor Law 2019.........................................................25
7. McDonald's Settles Wage Theft Suit for $26 Million.........................................................................27
7.1 Describe the scandal:..................................................................................................................................27
7.2 Impacts of the scandal to McDonald’s........................................................................................................28
8. The role of Shareholders in the company:.........................................................................................28
9. Explain the way to raise capital for a company: Share capital..........................................................29
10. Types of company according to Vietnamese Law..........................................................................29
Private company..............................................................................................................................................29
Partnerships company......................................................................................................................................30
Joint stock company.........................................................................................................................................30
Limited liability Company.................................................................................................................................30
One-member limited liability company.................................................................................................................................30
Limited liability company with two or more members.........................................................................................................31
11. Compare and contrast the effectiveness of 2 different sources of legal advice................................31
11.1 Difference between mediation and conciliation.......................................................................................31
11.2 Differences between Alternative Dispute Resolution (ADR) and civil litigation procedures (court)..........32
12. Vingroup's Charter compared to the Enterprise Law 2020..............................................................34
13. Advantages and disadvantages of partnerships company..............................................................38
14. Types of businesses in Vietnam......................................................................................................40
15. Dispute resolution in law................................................................................................................42
Conclusion...........................................................................................................................................45
Reference list:......................................................................................................................................46
1.Introduction
Today, a plethora of businesses appear, each with its own set of characteristics. As our company, the
international investment fund – Dragon Capital Fund, has the has a business plan which to continue
invest in the United Kingdom as well as challenging at a brand new market, Vietnam. We founded a
group of 5 legal experts, aim to conduct a research into the legal formation, management, and funding of
businesses in Vietnam in order to assist the new business plan of the company. The impact of contract
law, labor law, and company law on businesses is examined also in detail by identifying many
scandals/legal troubles/disputes involving contract law, employment law, and company law, as well as
how to handle them.
2. Service provision contract
Authenticity of the contract
The contract has full legal character and takes effect from the date of signing (November 3, 2020) until
the contract is completed. The contract is based on the civil law No. 91/2015/QH13 dated November 24,
2015 of the National Assembly of the Socialist Republic of Vietnam.The contract is signed on a voluntary
basis with full signatures of both parties, agreeing to sign with full business seals and cross-border seals,
double signatures of witnesses.
Party A
Mr. Bui Quang Trung, position: President of the parent association of class 12A3 Phan Dinh Phung High
School. Party A's representative has full capacity and civil act to represent the contract with the year of
birth 1976 (fully over 18 years old). Identity card number: 060611276 issued by Yen Bai Provincial Police,
is a citizen with full ability to perform the contract.
Party B:
Jan21 limited liability company, tax code 0109123602, fully registered for business licenses on 11/3/2020
with legal contract representative Mr. Tran Duy Khanh, ID card number 001092002723 issued at
Department of registration of residence management, the position of Director. Mr. Tran Duy Khanh is the
representative of Party B in accordance with the law, he is the founder and current director of the
business. Mr. Tran Duy Khanh has full ability and authority to represent Party B according to the business
registration of the enterprise.
Business endorsement:
3. The contract terms are pretty broken

Assuming clause 3 in the above service contract is violated, the details of the violation are as follows
terms name:
Article 3: Rights and obligations of the parties.

Section 3.1.2 Obligations of Party B in providing services under the contract. Party B is responsible for
sending all original photos and edited photos as agreed to by Party A within 7-10 days after the date of
taking photos specified in the contract.
Specifically, breach of contract:

The contract was signed based on the agreement of the two parties, the representative of class 12A3 of
Phan Dinh Phung High School and the representative of the company Jan21 on November 3, 2021. It
means that both parties have understood the terms of the contract.
However, from the date of taking pictures (November 21, 2021) to now (December 10, 2021), it has been
more than 20 days that Party A (ie, the service recipient) has not received the product due to Party B ( ie
service provider) performing. According to Article 3 of the contract, Party B has the obligation and
responsibility to hand over the original photo product and the edited photo to Party A after 7-10 days
from the date of taking the photo. That is, by December 1, 2021, party A must have received all the
photos. Party A has contacted many times with Jan21 limited liability company for the purpose of
negotiating and extending the date of receipt of photos, but has not received an answer from Party A.
Therefore, it can be affirmed that, Party A A (service provider) is a limited liability company Jan21 has
violated article 3, section 3.1.2 of the contract.
Only until Party B (the service provider) requests to cancel the contract and claim compensation in
accordance with the terms of the contract, will Party A's answer (service provider) be received that the
hard drive is damaged because Therefore, part of Party A's photo was lost, so they did not answer Party
B's questions when asked about sending photos back.
Impact of breach of contract on business:

Party B, the responsible company Jan21 has completely accepted the error and violated the contract, and
made agreements and negotiations with Party A. This has greatly affected the business.
First, it directly affecting revenue and profit when compensating Party A in accordance with Article 4,
Section 4.3.1 of the contract, if there is loss of photos, compensation will be equal to the contract value.
In addition, the enterprise is responsible for taking another photo session for Party A in accordance with
the negotiation agreement, which takes time and affects costs and personnel.
Second: Affect the reputation and image of the business. Although the breach of contract is resolved
based on negotiation, without taking legal action, it also has a great impact on businesses when their
reputation is affected. Something went wrong, customers felt uncomfortable, lost confidence in the
business, slowed down the business situation and set business goals.
The contract clearly stipulates the terms if there is a breach of the contract. Specifically, in Article 4 of the
applicable law and dispute settlement, it is clearly stated. Section 4.3 if the contract is breached, there
will be levels of compensation and handling of violations according to the actual seriousness and section
4.3.1 provides for if there is an incident of loss of photos and incorrect handling of photos. time will
cancel the contract and compensate the service recipient depending on the actual level with a maximum
compensation of 100% of the contract.
Hard drive failure is an objective reason leading to contract violations. So some options are offered for
this problem as follows:
Option 1: Directly apologize, admit fault to Party B and negotiate with Party A to minimize contract
compensation. It is possible to directly compensate the amount according to the number of lost files.
However, this way will hardly be accepted by Party A.
Option 2: Apologize directly as soon as the photo file is lost so that the two parties can have a plan to
deal with it soon, not when the photo is returned and then negotiated. Directly offer a compensation
plan to Party A, besides taking photos to compensate for the lost photos, Party B still pays back according
to negotiating the cost that Party A has spent for the photo session. Partial support for the cost of the
photo session to compensate Party A. From there, it is possible to minimize the discomfort of the service
recipient with the business, and at the same time minimize the communication consequences.
Option 3: Follow the contract, make the law and compensate according to the judgment of the court.
Settlement of breach of contract

With the proposed solutions, as the legal representative of the business, I myself will choose Being well
aware of the consequences of the business party's breach of the contract's terms and directly having to
resolve it with Party A. As a normal solution, based on the terms set out in the contract , will first raise
the issue of negotiation. This negotiation must be complete by both parties to give a final result of the
negotiation, resolved in the form of an agreement of both parties. In case of unsuccessful negotiation,
based on the civil law No. 91/2015/QH13 dated November 24, 2015 of the National Assembly of the
Socialist Republic of Vietnam, both parties will directly appear in court and bring the signed contract to
the regional people's court to settle the dispute. accept a breach of contract and then handle it in court.
With the proposed solutions, as the legal representative of the business, I myself will choose the most
risk-reducing option for the business. First, Enterprises will directly admit their mistakes to customers,
besides offering solutions to make them feel respected and absorb their opinions, trying to come up with
different levels of terms. new for customers to benefit and let them accept negotiated options instead of
going to court. Support recap the complete shoot, support other costs of the shoot and claim the lowest
contract compensation. At the same time, make a request to the customer, all incidents and problems of
the shoot will not be posted on social networks as well as causing bad images and information about the
business. Compensation is based on agreement and respect, can change the situation from partial loss of
product photos to a complete shoot that can cause sympathy as well as conveyed image. Better
information on how to troubleshoot your business. Thereby minimizing the long-term consequences of
the organization.
5. FLC case: The violation of Company Law

On March 29 2022, the Investigative Police Agency of the Ministry of Public Security issued a decision to
prosecute the case and prosecute the accused with Mr. Trinh Van Quyet of stock market manipulation
(Than and Hoang, 2022).
5.1 Describe the Scandal
Trinh Van Quyet‘s violation of manipulating the securities market occurred between the beginning of
December 2021 and the trading session on January 10, 2022 – the period in which the FLC president
undercover sold 74.8 million shares (Than and Hoang, 2022).
Accordingly, Mr. Quyet devised a rather sophisticated “scenario” in which he directed many people to
participate in “inflating the price” of shares of his own corporation holding to an extremely high level in
order to “seduce” many investors to invest and then “undercover” to sell the shares he bought cheaply
for illicit profits (Than and Hoang, 2022).
Initial investigation results determined that between September 1, 2018 and January 10, 2019, Trinh Van
Quyet directed Trinh Thi Minh Hue, who is his bloody sister, to borrow the identity cards of 26 individuals
in order to establish 20 businesses and open 450 accounts at 41 securities firms in order to manipulate
stock prices to generate illicit profits using 6 FLC stock codes (Nguyen, 2022).
Trinh Van Quyet and his assistants participated in 28 of 28 trading sessions, with the number of bids
accounting for 12% of the total market volume and the number of bids accounting for 7%.
The act of producing fake supply and demand by the Trinh Van Quyet group caused FLC’s stock price to
rise from more than VND14.000/share on December 1, 2021, to more than VND24.000/share in
numerous sessions. By more than 64%, the stock price of FLC was deemed “magical” by the defendant’s
group (Than and Hoang, 2022).
After FLC’s shares “blew up”, the chairman employed the “closing the basket” method to sell 175 million
shares. Mr. Quyet’s group sold 74.8 million shares at VND22.500/share. All these transactions are
“underground”, without announcement. The total amount of money that accused Mr. Quyet collected
after illegally selling shares was nearly 1.700 billion VND, illegally benefiting more than 530 billion VND.
However, after the illicit share sale, the State Securities Commission invalidated all the transactions and
refunded investors (Than and Hoang, 2022).
5.2 The Breach of Director's Duties in this case
According to the Companies Act 2006, there are 8 duties of directors that need to be followed. The
Companies Act of 2006 outlines the obligations of company directors in the United Kingdom. If you break
these responsibilities, the company, its creditors, or its shareholders may have the right to pursue you
personally for any losses they have sustained (Munnery, 2021). The duties of directors consist of:
1. Duty to act within power;
2. Duty to promote the success of the company;
3. Duty to exercise reasonable care, skill and diligence;
4. Exercise an independent judgement;
5. Duty to avoid conflicts of interests;
6. Duty not to accept benefits from third parties;
7. Duty to declare interest in proposed transaction or arrangement;
8. Declare an interest in an existing transaction or arrangement.
In the case of Trinh Van Quyet and FLC Group. Mr.Quyet, Chairman of the Board of Directors (BOD) of
FLC Group, violated 3 duties of directors according to UK law.
Firstly, duty number 5 has been violated. Mr.Quyet exploited the reputation and information of FLC
Group and the authority of the Chairman of the BOD in order to manipulate stock prices, create fake
supply and demand with 6 FLC securities codes to gain individually illicitly profit from the stock market.
This action has created a conflict of interest between the company and Mr. Quyet. The firm has not
benefited from this case while Trinh Van Quyet earned a personal profit of up to 530 billion VND.
Mr. Quyet also breaches duty number 7 and number 8. From November 2017 to the time of prosecution,
Trinh Van Quyet has carried out many stock trading transactions without reporting transaction
information to the company’s BOD as well as the Securities Commission and the Ho Chi Minh Stock
Exchange (Du, 2022).
5.3 The impacts of the scandal to the business of the company
After the scandal of Trinh Van Quyet, FLC Group claimed the incident will not impede its production,
investment, commercial activities, or sustainable development. It also does not impair consumers’,
shareholders’, and partners’ lawful rights and interests (Chien and Ngoc, 2022).
However, according to Dang Tran Phuc, Chairman of the BOD of AzFin Vietnam Joint Stock Company, the
general operation of FLC will certainly face many difficulties. Mr. Phuc stated that for private businesses
as FLC, the Chairman of BOD is always the soul of the organization, therefore, when Mr. Quyet is
arrested, it is difficult to avoid the disturbance of all working processes (Duy, 2022).
Moreover, FLC was worried about being acquired after the prosecution of Trinh Van Quyet. According to
FLC, on the evening of March 31, there was a huge amount of information on social networks on the
collection of FLC shares, and there was even information that the new chairman of the board, Mr. Dang
Tat Thang, had registered to purchase shares. FLC claims that this information is untrue, impacting the
investor and shareholder psyche. The company also declares that “In the event that any organisation or
individual broadcasts the above information, it can be considered as an act with the aim of acquiring an
enterprise, causing insecurity and insecurity of the market, causing panic and losing confidence of the
customers and investors” (Son, 2022).
After the outbreak of this scandal, investors massively placed sell-off orders, causing tens of millions of
FLC, ROS, and HAI shares to be oversold at the market and no buyers. Concerns about the possibility of
being delisted also surrounded. The incident occurred shortly after the Ho Chi Minh Stock Exchange
(HOSE) decided on June 1 to shift the three stocks mentioned above from “control” to “restricted
trading”, which is no longer permitted. There is no trading in the early session, only in the afternoon
(Mai, 2022).
Not only were stocks in the FLC family, such as FLC, ROS, AMD, HAI, KLF, and ART, constantly on the floor
with a selling surplus of hundreds of millions of shares, but stocks of banks with credit relationships with
FLC, such as Sacombank, OCB, BIDV, NCB, and others were also reduced in recent sessions due to
concerns about bad debts arising from this case. Banks with credit relationships will have to assess
collateral and make provisions for associated debts if FLC leaders are seized and detained (TTXVN,
2022).
6. Duties of employers according to Vietnamese Labor Law 2019
The Labor Code regulates labor standards; the rights, responsibilities, and obligations of workers,
employers, workers’ representative organizations at the grassroots level, and employers’ representative
organizations in labor relations and other relations directly relating to labor relations; and state
management of labor (National Assembly , 2019).
According to Vietnamese Labor Law 2019, duties of employers include:
- To recruit, arrange, manage, direct and supervise labor, as well as to reward and discipline workers who
violate labor disciplinary regulations;
- To establish, join and participate in the activities of employers’ representative organizations,
occupational associations and other organizations in accordance with the law;
- To request workers’ representative organizations to negotiate in order to sign collective bargaining
agreements, to participate in the resolution of labor disputes and strikes, and to conduct dialogues and
discussions with workers’ representative organizations on labor relations issue to improve the material
and spiritual lives of workers;
- To uphold the terms of the employment contract, the collective bargaining agreement, and other legal
agreements; and to treat employees with respect and decency;
- To regulate workplace grassroots democracy and develop a forum for interaction and discussion with
employees and workers’ representative groups;
- To train, retrain, and improve workers’ credentials and abilities to facilitate employment retention and
transfer;
- To create and implement solutions to avoid sexual harassment in the workplace; and to comply with
laws on labor, employment, vocational education and training, social insurance, health insurance,
unemployment insurance, and occupational safety and health;
- To take part in the establishment of national standards for occupational competence and in the testing,
grading, and certification of employees’ competence in various occupations.
- To create, keep, administer, and utilize a labor management book in either hard copy or digital form,
and to provide it to appropriate state authorities upon request.
- Notify the provincial People’s Committee’s labor-focused State agency within 30 days after starting
operations; update that agency on any personnel changes as they occur; notify the province’s social
insurance agency.
- It is the responsibility of employers to provide a safe and healthy working environment for their
workers.
- To guarantee and implement policies that promote gender parity in hiring, working conditions, training,
hours worked, breaks, pay, and other areas of employment.
- When making choices that might have an impact on the rights and interests of women in the workplace,
it is important to get their opinion first.
- To ensure that employees have access to clean, well-maintained restrooms during work hours.
- To help finance the construction of day care centers and elementary schools, or to reimburse
employees for some of their out-of-pocket costs related to child care.
These following article of Labor Code 2019 stipulates the duties of the employer in special case or
disputes arise:
Article 41. Obligations of employers who unilaterally terminate employment contracts unlawfully
1. Required to reinstate the worker according to the original employment contract, pay wages, social
insurance, health insurance, and unemployment insurance for the period the worker was not allowed to
work, and pay an additional amount equivalent to at least 2 months’ wages as stipulated in the
employment contract. After being reinstated, the worker must repay the company any severance and
job-loss pay. If the post or job described in the employment contract is no longer available, both parties
must revise and supplement the contract. In situations of violations of the notice period required in
Clause 2 of Article 36 of this Code, the employer must pay a monetary sum comparable to the wage as
stipulated in the employment contract for the number of day notice was not given.
2. In circumstances when the worker does not intend to return to work, the employer must pay the
severance amount outlined in Article 46 to terminate the employment contract.
3. In cases when the employer does not wish to reinstate the worker and the worker agrees, the two
parties shall negotiate additional compensation equivalent to at least two months’ wages as stipulated in
the employment contract to terminate the employment contract.
Article 42. Obligations of employers in cases of structural or technological change or due to economic
reasons
1. The employers must adopt a labor utilization plan in accordance with Article 44 of this Code when
structural or technological change impacts many workers. When a new job is available, retraining the
worker should take priority.
2. In circumstances where economic factors put several workers at risk of unemployment or job loss, the
company must prepare and follow a labor utilization plan in accordance with Article 44 of this Code.
Article 43. Obligations of employers when dividing, splitting, merging, consolidating, selling, leasing,
converting or transferring the ownership or asset usage rights of an enterprise or cooperative
1. The employers must prepare a labor utilization strategy following Article 44 of this Code when dividing,
splitting, merging, consolidating, selling, leasing, converting or transferring ownership or asset usage
rights impacts several workers.
2. Employers must adopt the authorized labor usage plan.
7. McDonald's Settles Wage Theft Suit for $26 Million
7.1 Describe the scandal:
Maria Sanchez, a Los Angeles McDonald's employee, filed a complaint against the fast food company,
alleging that it has been taking employees' salaries since 2009. McDonald's has specifically taken perks
from the labor union's union. Chefs, workers, and cashiers were not paid completely for overtime.
McDonald's is accused of breaking California overtime regulations, according to the complaint. As a
result, workers who work more than 8 hours each day must be compensated. To get around the law, the
fast food business utilized methods to modify the timesheet. In reality, when the restaurant is busy, staff
do not have time to relax and eat in between shifts; instead, they may only rest at the start or conclusion
of the day, while working clothes are kept on throughout the day. The action is on behalf of 38,000
McDonald's workers who work in restaurants that are owned and operated by the company (KLEIN,
2019).
Result: McDonald's agrees to pay $26 million to California workers
McDonald's also agrees in the settlement process to be subject to certain mandatory terms. According to
a proposal for preliminary approval of the settlement, these are "important to the plaintiffs."
It includes periodic training for employees at company-run California locations about their rights, such as
getting a 10-minute break every two hours and getting new uniforms at a new cost to replace. damaged
sets.
7.2 Impacts of the scandal to McDonald’s
McDonald's is going through the most difficult period in its 60 years of existence. In the first three
months of the year, the number of visitors to chain stores dropped sharply. Sales at stores opened more
than 13 months down 2.3% at the end of March, equivalent to McDonald's group losing about 30% of
profits. The decline in revenue is not limited to the first three months of this year. McDonald's sales in
the US fell 15% to 4.7 billion. A bad reputation can lead to a sell-off in stocks, a decline in negotiating
positions with business partners, and a wave of customer boycotts. While exact numbers are hard to
come by, anecdotal reports indicate that an increasing number of McDonald's employees are sending
resumes to employers or preparing to leave when the company issues bonuses this year (Los Angeles
Times, 2018).
8. The role of Shareholders in the company:
Definition of shareholders: A shareholder, sometimes known as a stockholder, is a person, company, or

organization who holds at least one share of a firm's equity stock. Shareholders get the rewards of a
company's success because they essentially own it. Besides, increased stock prices or financial profits
delivered as dividends are examples of these benefits. In many instances, majority owners are the
founders of the company, and in more established businesses, majority shareholders are typically the
founders' descendants. In either scenario, majority shareholders have a significant amount of control
over important operational decisions, including the ability to remove board members, C-level executives
like chief executive officers (CEOs), and other senior employees. Because of this, businesses frequently
make an effort to exclude majority stockholders from their ranks (HAYES, 2021).
UK Law: According to UK Law, there are three main roles of Shareholders in a company. Firstly, directors,
boards of directors are elected. Secondly, they have right to approve extraordinary business transactions
(voting): mergers; the sale of practically all corporation assets or voluntary dissolution; corporate
articles...Thirdly, shareholders have rights to carry out the duty at the Annual Meeting of Shareholders. In
addition, a shareholder or group of shareholders with at least 5% of the company's voting rights can
force the company's directors to call a general meeting (HAYES, 2021).
9. Explain the way to raise capital for a company: Share capital

There are 2 main ways to raise capital for the company in the UK: share capital and loan capital.
In particular, in share capital, issue shares is the most popular way. According to UK Law, issue shares is a
method for raising capital for the company. In the first step, the company will issue shares or rights then
an application form means that give the priority to the current stakeholders, prospectus will be provided
to the applicant means that announced that it will issue shares to the outside and this amount of shares
is after the number of existing shareholders has bought. After that, allocation letter will be given to the
applicants because after trading the shares, the quantity of shares has changed, the number of share
holding ratios has changed, then applicants will hold a contract for sale of shares. In the next step, they
will be added the name to the Secretary of State's company registry and new stakeholders appear, many
stakeholders in the company even sold their shares. Finally, the corporation has the authority to issue
the registration certificate. Therefore, a common way to raise capital for the company has these basic
steps (Korchak, 2022).
10. Types of company according to Vietnamese Law
Private company
Private company is a business held by one person who is fully accountable for all company operations
with all of his assets. An person is the single owner of a sole proprietorship. There is no legal position for
private business law.
In terms of finance, administration, and legal standing, a private firm (private corporation) has the
following characteristics:
The majority of a private enterprise's initial capital originates from the owner's personal holdings. The
owner of a private firm has complete control over all business operations, including how earnings are
used once taxes are paid and other financial responsibilities are met as required by law. A private
enterprise's legal representative is the owner of the business. A sole proprietorship's owner will be liable
for all of the company's actions with all of his assets (unlimited liability).
The owner of a private firm has complete control over all business operations and has complete
discretion over how earnings are used once taxes have been paid and other financial responsibilities have
been met in accordance with the law's requirements. There is no legal status for a private company
(Luathoangphi, 2022).
Partnerships company
A partnership is defined as an enterprise in which: There must be at least two members who are joint
proprietors of the firm and do business under a common name (called general partners); In addition to
general partners, the firm may have other capital contributors. General partners must be persons who
are personally liable for the company's commitments with all of their assets. The liability of capital
contributors for the firm's obligations is limited to the amount of capital given to the company. A
partnership firm has legal standing as of the day the Certificate of Business Registration is issued.
Partnerships may not offer any kind of security (Truong, 2021).
Joint stock company
Article 111 of the Enterprise Law of 2020 defines a joint-stock company (JSC) as an organization whose
charter capital is split into equal portions called shares. The minimum number of shareholders is three,
while the maximum number is unrestricted. Shareholders might be organizations or individuals.
Shareholders are solely liable for the debts and other property liabilities of the firm to the degree of their
capital contribution. Shareholders have the ability to freely transfer their shares. The joint stock company
has legal standing as of the day the certificate of business registration is issued. The corporation is
permitted to issue all types of shares to raise money (Lawkey, 2022).
Limited liability Company
One-member limited liability company
One member limited liability company is an enterprise owned by an organization or individual

(hereinafter referred to as the company owner). Within the scope of the company's charter capital, the
company owner the company is liable for the debts and other property liabilities of the company, unlike
a sole proprietorship, the owner will not have unlimited liability with all his assets. One member limited
liability company A member has legal status from the date of issuance of the Certificate of Business
Registration. A one-member limited liability company has the right to contribute capital to the
establishment, purchase shares and capital contributions of other enterprises, applicable to various types
of enterprise: partnership, joint-stock company, limited liability company, single-member limited liability
company is not allowed to issue shares, except in the case of conversion into a joint-stock company. In
accordance with this Law and the provisions of this Law, a single-member limited liability company may
issue bonds. other requirements of applicable law; private placement of bonds as prescribed in Articles
128 and 129 of this Law (thienluatphat, 2022).
Limited liability company with two or more members
Limited liability company with two or more members is an enterprise with from 02 to 50 members who
are organizations and individuals. Members are responsible for debts and property obligations within the
amount of capital contributed to the company. unless a member has not yet contributed capital or has
contributed insufficiently compared to the committed capital amount. A member's capital contribution
may only be transferred according to the provisions of Articles 51, 52 and 53 of this Law. Limited liability
companies with two or more members have legal status from the date of issuance of the Certificate of
Business Registration. A limited liability company with two or more members may not issue shares,
except in the case of conversion into a joint stock company. A limited liability company with two or more
members may issue bonds in accordance with this Law and other relevant laws; the private placement of
bonds must comply with the provisions of Articles 128 and 129 of this Law (Truong, 2021).
11. Compare and contrast the effectiveness of 2 different sources of legal

advice.
11.1 Difference between mediation and conciliation
Mediation:
A form of alternative dispute resolution in which a neutral third party helps the parties to resolve their
issue. Because mediation is less formal than both litigation and arbitration, it permits new approaches
that are unacceptable in other contexts, often referred to as facilitation, and gives the parties ownership
of the outcomes. A neutral mediator (third party) aids the parties in their attempts to reach a mutually
agreeable resolution to their dispute. The parties choose the topic of the talks as well as any agreements
reached. At the start of a casual contact, each party recounts their narrative. The mediator listens to the
parties and assists them in identifying problem issues, proposing solutions, and achieving an agreement.
Depending on the needs of the parties, mediation may take place in a number of methods, including in
person, by transportation, with facilitation, and via assessment (Family mediation & counselling services,
2022).
Conciliation:
Conciliation is the approach taken by the parties to resolve a disagreement in which they choose an
impartial and disinterested third party, who tries to encourage them to reach an agreement via mutual
conversation and debate (Family mediation & counselling services, 2022).
Mediation and Conciliation are two dispute resolution techniques involving a third party. His function
varies from method to method. In contrast to the conciliator, who has an active role in the conciliation
process (e.g., he might offer a solution to terminate the disagreement), the mediator aids the parties
throughout the mediation process to help them resolve their issue on their own.
Mediation and Conciliation refer to the process of conflict settlement in which two or more parties strive
to establish an acceptable arrangement with the assistance of a neutral third party.
There are little distinctions between traditional conciliation and mediation.
However, distinct laws regulate judicial mediation and judicial conciliation.
Article 21 of the CPC states that "one of the judge's duties is to reconcile the parties."
The judge himself or a conciliator to whom he would have entrusted the task to reconcile will carry out
judicial conciliation.
However, court mediation is delegated to an impartial mediator.
According to Article 131-1 of the CPC, if the parties agree, the court may appoint the mediator. The
parties are not charged for the conciliation. The mediation process is a paid service.
11.2 Differences between Alternative Dispute Resolution (ADR) and civil litigation
procedures (court)
Alternative Dispute Resolution
Alternative Dispute Resolution (ADR) is the process of resolving conflicts outside of the court, including
Arbitration, Ombudsman, Conciliation, Mediation, Negotiation, and Tribunals. ADR methods are often
less expensive and more efficient. They are increasingly used in issues that might otherwise result in
litigation, such as high-profile labor disputes, divorce proceedings, and personal injury claims (FindLaw's
Team , 2020).
One of the key reasons parties may favor ADR processes is that, in contrast to confrontational litigation,
ADR procedures are frequently collaborative and allow the parties to comprehend each other’s
perspectives. ADR also permits the parties to devise inventive solutions that a court may not be
authorized to impose.
Civil Litigation Procedures
Disputes between individuals, corporations, or other entities, including government agencies, give rise to
civil litigation. Generally, civil litigation procedures are complicated, time-consuming since these involve
various phases: Pleadings, Discovery, Trial, and sometimes an appeal (Stoel Rives , 2012).
The Differences
Compared to the civil litigation procedures, ADR has these following differences which is its advantages:
- Time-saving: Save time than court. The judicial system is overloaded. It cannot have a trial for
each and every complaint submitted. As a result, the trial of a legal matter might take many years.
In contrast, a settlement or arbitration award might be given within a few weeks or months.
- Procedure: ADR is considered less formal, less stressful, and speedy settlement compared to the
court. A long, drawn-out court trial can require jurors, witnesses, and the parties themselves to
remain off of work for weeks. With ADR, the process is shorter.
- Economic aspects: When applied the ADR, the cost in reduced. It requires lower cost than legal
court. In contrast, civil litigation procedures have many fees such as: reporter fees, attorney fees,
and the costs involved with printing and sending documents, the discovery phase of a trial can
result in expensive overall costs (BT Mediation , 2021).
- Confidentiality: The majority of judicial proceedings are documented and accessible to the public.
Conversely, ADR is not just private but also confidential. When an arbitration judgement is made
or when both parties reach a mutually agreeable settlement through mediation, there is no public
record of what occurred during the session. The award or settlement amount, the remarks made,
the names of participants, etc., remain confidential. In conclusion, the public will be unaware of
the date of the ADR and its ultimate decision. This kind of seclusion is advantageous for high-
profile clientele, since both sides are able to retain their own reputations (BT Mediation , 2021).
- Remaining relationship: Every effort is made to protect the relationship between the two parties
in ADR. In a dispute involving child custody, for instance, the mediator or arbitrator will consider
not only the kid’s wellbeing, but also the connection between the parents. ADR may assist sustain
a range of relationships, including those between business partners, employees and employers,
and even board members of homeowners’ associations (BT Mediation , 2021).
On the other hand, there are some disadvantages of ADR:

- There is no assurance of such outcome: ADR does not always result in a resolution. This implies
that the parties may spend time and money attempting to resolve the disagreement outside of
court, only to be forced to move through with litigation and trial before judge and jury (Coyle,
2013 ).
- Conclusions are absolute: The result of a neutral arbitration cannot be appealed, with limited
exceptions such as fraud. In contrast, court judgements are typically appealable on a range of
legal grounds (Coyle, 2013 ).
- Not all information may be disclosed: As there is no equivalent to disclosure in arbitration as
there is in litigation, there is a possibility that the parties may settle a dispute without knowing all
the facts, which could result in an incorrect conclusion. For instance, the majority of businessmen
considered that a rapid conclusion is preferable to wasting time and money on a dispute to obtain
a correct result (Coyle, 2013 ).
12. Vingroup's Charter compared to the Enterprise Law 2020

Vingroup JSC is the company chosen to learn about the company's charter, and also to find out the
difference between Vingroup's charter and the corporate law.
Vingroup company rule regarding the general manager (Article 31 chapter 9)
31.1 The board of directors elects, dismisses, or fires the chief executive officer. The CEO manages the
day-to-day operations of the Group, is monitored by the BOD, and is responsible to the BOD and the law
for the exercise of his or her given authority and performance of his or her allocated duties. Article 162.5
of the Enterprise Law specifies the requirements and criteria that must be met by the chief executive
officer (Vingroup, 2021).
31.2 The tenure of the CEO should not exceed five years, and he or she may be reappointed an unlimited
number of times. If the current CEO's tenure expires without a successor being elected, the incumbent
CEO's term will be extended until a successor is chosen (Vingroup, 2021).
31.3 The CEO has the following rights and responsibilities (Vingroup, 2021).
a) To make decisions on all matters relating to the Group's day-to-day business operations that do not fall
under the authority of the BOD
b) To organize the implementation of the BOD's resolutions and decisions
c) To organize the implementation of the Group's business plans and investment plans
d) To make recommendations regarding the Group's organizational structure plan and internal
governance regulations;
e) To appoint, fire, and discharge management positons
f) The CEO is answerable to the law and the Board of Directors for duties performed by his or her
delegated individual.
l) Carry out any other activities within the CEO's authority in accordance with the Charter, GMS
resolutions, BOD resolutions, and the law.
Figure 1. Charter on General Director of Vingroup
The difference between Vingroup's charter and the Enterprise Law
According to the Enterprise Law 2020, the Board of Directors has the authority to nominate a general
director. However, in the charter at Vingroup, the Board of Directors, in addition to appointing it, also has
the authority to fire or dismiss the General Director.
The General Director reports to the Board of Directors and is responsible before the Board of Directors
and before the law for the exercise of the assigned rights and responsibilities. The term of office of the
chief executive officer may not exceed five years and the chief executive officer may be reappointed an
unlimited number of times. There is an additional law in Vingroup that stipulates that if the current CEO's
term expires before the new CEO is elected, the incumbent CEO's term will be extended until the new
CEO is elected.
The Enterprise Law further specifies that the director has the rights and responsibilities stipulated by the
company's charter and Board of Directors' resolutions and decisions. To limit the power of the CEO, the
Vingroup charter specifies the maximum budget that the CEO can decide on his or her own, such as 10
percent of the total value of the company's assets when deciding on an investment plan. if the CEO is
prevented from making business decisions that threaten the company's survival, the company may fail.
This also stops the CEO from abusing his or her position at work (Vingroup, 2021).
Figure 1. Enterprise Law 2020 on general director

Vingroup's charter can be said to be full of legitimacy for the following reasons:
Most of the company's articles of association regarding the general director are the same as those cited
in the corporate law
There are a few other points proposed by the company to increase the level of management, but it is still
based on the original criteria of the Law and at the same time does not violate the provisions of the
Enterprise Code.
13. Advantages and disadvantages of partnerships company

Advantages:
The benefit of a partnership is that it combines the reputations of several individuals. Due to the
cooperative and limitless responsibility regime of the general partners, the partnership corporation gains
the confidence of its clients and business partners with relative ease. The administration of the
organization is not very complex since the number of members is limited and they are all trustworthy
individuals who have complete faith in one another.
A partnership corporation with an unlimited liability regime for its partners not only inspires client
confidence, but also generates a plethora of advantageous business processes, hence providing the
possibility to expand. Developing a partnership with the potential to draw money is extremely simple,
and the chance to compete on the market provided by the members' unlimited liability also adds greatly
to the partnership's growth.
A partnership is the only kind of business that can accommodate the demands of two professionals who
are competent of operating the firm but lack finance.
A partnership firm is founded primarily on the basis of the association of individuals who know one other,
have the same direction with the same professional drive, and in most cases have a decent level of
expertise. full towards each other They may be brought together to enhance the strengths of each
member in an attempt to advance the firm as a whole. Moreover, in Vietnamese law, a partnership is
directly governed and administered by the general partners, and these members have unlimited
responsibility (with respect to the partnership's whole asset base).
In a partnership, the legal conditions governing the establishment and functioning of the partnership are
flexible. with other forms of organizations.
The partnership company's organizational structure is condensed. In a partnership, the Members' Council
is the highest authority, and the supervisory board is not required by law. Additionally, the corporation
lacks a board of directors and a division between management and administration. General partners will
now appoint executives and personally control and execute corporate operations. In addition, the
legislation does not significantly affect the structure of the management apparatus or the functioning of
the partnership.
Example: A good example of the advantages of a partnership is Mckinsey Vietnam cooperating with FPT
in digital transformation. Specifically, FPT and McKinsey have just signed a cooperation agreement to
consult on building and implementing digital transformation, helping businesses recover and develop
after Covid-19. With the advantages of a partnership, McKinsey Vietnam was able to cooperate with a
reputable technology giant in Vietnam like FPT for many years (Son, 2021).
Disasvantages:
Although the partnership has legal existence, it is not permitted to issue securities, resulting in a limited
capacity to generate funds.
The amount of risk for the members of the partnership is very high since they have limitless responsibility
for the company's commitments and must execute the partnership's responsibilities jointly. When a
general partner leaves a corporation, he or she may be required to assume responsibility for the activities
of other general partners. debt incurred prior to the member's withdrawal from the business
Management and administration of the firm might be challenging due to the fact that all general partners
have the ability to attend meetings, debate, and vote, and each member can vote in a variety of ways.
Democracy This consensus approach makes corporate choices exceedingly time-consuming, and if no
agreement is reached, commercial opportunities are lost. In the partnership model, the general partners'
rights are constrained by the special nature of the scope of duty and by certain rights pertaining to this
kind of member, resulting in legal laws that are more stringent than those governing members in other
types of businesses.
The rights of capital contributors are quite restricted, thus their comments are for informational
purposes only. Specifically, capital-contributing members of a partnership do not have the power to vote
on company management and administration.
Example: The disadvantage of a partnership is that the partnership has unlimited liability, so the risk level
of the partners is very high and an example of this disadvantage is the North Trung Nam Partnership
Auction Company. using the auctioneer being executed. Specifically, the North Central South Joint Stock
Auction Company was found to have cheated in an auction of the Hanoi Sewerage Company because a
member of the auctioneer of the company is currently serving a civil sentence. the company must pay
compensation of 3 billion 275 million to the Hanoi Civil Judgment Execution Department (Tuan Anh,
2022).
14. Types of businesses in Vietnam

According to the Enterprise Law 2020, there are 4 main types of enterprises: joint stock companies,
single-member limited liability companies, limited liability companies with two or more members,
partnerships, private enterprise. Each type of business has distinct advantages and disadvantages that
must be balanced against the needs and capabilities of individuals and organisations in order to select
the best business model and the most common type of business in Vietnam is a limited liability company.
(Firmani, 2020)
Figure 3. Number of operating businesses in 2019
Source: (GSO, 2019)
As of December 31, 2019, the whole country had 475,942 operating limited liability enterprises and it
accounted for approximately 71.2% of all types of businesses operating in Vietnam. The main reason that
the limited liability company type of business is so popular in Vietnam is because Limited liability
companies provide less risk to capital investors and business owners: Members of a limited liability
company will only be accountable for the business's property liabilities and debts in proportion to the
amount of capital that the member has put in. contributors to the company This separation of capital
and assets assists firms in mitigating a variety of threats. Secondly, limited liability companies with no
restrictions on business lines: Limited companies can freely select a business line in accordance with the
company's company purpose. As long as the industry is not regulated or forbidden. Therefore, businesses
can register business lines depending on the nature of the company's industry and field. Finally the
limited company usually has few members, so the establishment, organisation, management and
operation are relatively simple. Therefore, a limited liability company is very suitable for small and
medium-sized businesses.
Figure 4. Number of newly established businesses in 2021

Source: (GSO, 2021)
One of the economic bright spots in the first four months of 2021 is the increase in the number of newly
established firms and the quantity of registered capital. There are 44,166 newly established firms with a
total registered capital of 627.7 thousand billion dong, a 17.5 percent increase in the number of
enterprises and a 41 percent increase in the registered capital over the same time in 2020.The number of
newly established enterprises increased the highest in the years 2017-2021 and increased in all industries
economy. These are positive signals about business development prospects in the coming time (GSO,
2021).
15. Dispute resolution in law

In social connections, disputes, conflict of interest, breaches of shared rules, and violations of promises
are unavoidable. There are two fundamental methods for resolving disputes and disagreements between
parties: legal processes (Competent state agencies - courts have the authority to decide disputes in
accordance with the law) and outside proceedings. The parties negotiate, establish an agreement, or
request the intervention of a third party (e.g. arbitration, mediation, impartial evaluation) (Ministry of
Justice , 2018).
Today, the trend of using Alternative dispute resolution (ADR) methods is gaining worldwide respect
since it overcomes the shortcomings of the court system (for many reasons that the number of disputes
and conflicts is increasing, while the number of judges is limited, the proceedings at the court must
comply with the law, which is very complicated, takes a long time, and is public, etc.). Mediation is
regarded as a successful ADR strategy, playing a major and widespread role in many nations throughout
the world. As evidenced by the introduction of mediation guidelines (such as the Model Rules of
Mediation on International Commercial Mediation of UNCITRAL 2002, the mediation process), mediation
is becoming increasingly institutionalised in many nations, including Vietnam (Ministry of Justice , 2018).
In Vietnam, different resolutions of the Politburo and the Central Committee of the Communist Party of
Vietnam, aimed at increasing the use of mediation in conflict resolution, demonstrate the significance of
mediation in the contemporary conditions of the socialist-oriented market economy. The policy
institutions and resolutions of the Politburo, the Central Committee of the Party, and the National
Assembly have enacted several high-value legal documents, including mediation measures as a way of
conflict resolution (Civil Code, Penal Code, Criminal Procedure Code, Law on grassroots conciliation, etc.)
(Ministry of Justice , 2018).
As mentioned above in question 11.2 of this report, the values and benefits of ADR as well as Mediation
outweigh the civil litigation procedures. Applying mediation to resolve disputes can help maintain the
relationship between the parties and safeguard the confidentiality of information. The mediation process
assists the parties in cooperating, fostering an environment of friendliness, listening, building, and trust.
The parties have the opportunity to exhibit affection and interest in potential long-term partnership. In
Vietnam, mediation is a closed process without the participation of other individuals or organizations if
the disputing parties do not agree. The substance of the mediation is confidential, and the parties can
decide whether or not to release case-related material.
The success of mediation also impacts safety, security, and social order. Mediation assists in
strengthening national unity, the preservation and promotion of traditional cultural values, the
maintenance of social order and safety, and the limitation of litigation.
Thus, it is evident that mediation is a technique of dispute settlement with profound empathy,
representing the peace-loving mindset of the Vietnamese people as expressed in the slogan:
“Meaningfulness is not equal to demeanour” “A bad compromise is better than a good lawsuit” “A
stranger nearby is better than a far-away relative”.
According to the data of Vietnam Mediation Center, out of 6 disputes, only 1 case needs a lawyer, and
the remaining 5 cases are use mediation or conciliation methods in many forms.
Figure 5. General statistics of dispute resolution activities at VMC 2020
Source: (VMC,2020)
Conclusion
In conclusion, the whole paper examines how enterprises in Vietnam comply with contract law, labor
law, and company law via various scandals, legal issues, and conflicts involving contracts. In addition, a
number of topics would be covered, such as the possible influence of the law on a company, the
establishment of various forms of business organizations, and the use of suitable legal remedies to
address areas of conflict. Legal concerns are issues that businesses do not want to deal with, as seen by
the aforementioned.
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ASSIGNMENT 2 FRONT SHEET

Qualification BTEC Level 4 HND Diploma in Business

Unit number and title Unit 7: Business Law

Submission date 23/06/2022 Date Received 1st submission 23/06/2022

Re-submission Date Date Received 2nd submission

Student names & codes Final scores Signatures

1.NGUYEN CAO QUYEN QUYEN

4. NGUYEN THANH TRA TRA

5. BUI THI NHUNG NHUNG

Class GBH1013 Assessor name NGUYEN THI THU

Student 1 NGUYEN CAO QUYEN

Assessment & grading criteria

How the activity meets the requirements of the criteria

Assessor name: NGUYEN THI THU

Student 2 NGUYEN KHANH LY

Assessment & grading criteria

How the activity meets the requirements of the criteria

Assessor name: NGUYEN THI THU

Student 3 DO HUY THANH

How the activity meets the requirements of the criteria

Assessor name: NGUYEN THI THU

Student 4 NGUYEN THANH TRA

Assessment & grading criteria

How the activity meets the requirements of the criteria

Assessor name: NGUYEN THI THU

Student 5 BUI THI NHUNG

How the activity meets the requirements of the criteria

Assessor name: NGUYEN THI THU

Grade: Assessor Signature: Date:

Signature & Date:

3. The contract terms are pretty broken

Article 3: Rights and obligations of the parties.

Specifically, breach of contract:

Impact of breach of contract on business:

Settlement of breach of contract

5. FLC case: The violation of Company Law

5.1 Describe the Scandal

5.2 The Breach of Director's Duties in this case

7. McDonald's Settles Wage Theft Suit for $26 Million

7.1 Describe the scandal:

7.2 Impacts of the scandal to McDonald’s

8. The role of Shareholders in the company:

Definition of shareholders: A shareholder, sometimes known as a stockholder, is a person, company, or

9. Explain the way to raise capital for a company: Share capital

10. Types of company according to Vietnamese Law

Joint stock company

Limited liability Company

One-member limited liability company

One member limited liability company is an enterprise owned by an organization or individual

Limited liability company with two or more members

11. Compare and contrast the effectiveness of 2 different sources of legal

11.1 Difference between mediation and conciliation

There are little distinctions between traditional conciliation and mediation.

However, distinct laws regulate judicial mediation and judicial conciliation.

However, court mediation is delegated to an impartial mediator.

Civil Litigation Procedures

On the other hand, there are some disadvantages of ADR:

12. Vingroup's Charter compared to the Enterprise Law 2020

The difference between Vingroup's charter and the Enterprise Law

Figure 1. Enterprise Law 2020 on general director

13. Advantages and disadvantages of partnerships company

14. Types of businesses in Vietnam

Figure 4. Number of newly established businesses in 2021