Asn 2 736 Final
Asn 2 736 Final
Asn 2 736 Final
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1. Introduction
Currently, the UK market and a new market - Vietnam are being invested by Dragon Capital Fund. As
a corporate legal officer, the report is legitimate to study the impact of contract law, employment law
and corporate law on companies. In addition, the report will explore scandals and disputes between
contracts related to contracts and how labor law and company law.
2. Real contract
An example of a real contract in doing business in Vietnam is a contract for the sale of goods between
two traders. The main effect of this contract is that it is a legally binding agreement between the
parties to make a purchase and sale transaction (Luat ACC Corporation, 2020). For a contract of sale
of goods to be valid, the necessary elements include:
Consent of the Parties: The parties must agree to each other on all terms and conditions in the goods
sale and purchase contract with the principal entity being traders. If the subject is an organization or
individual that is not a trader and is not for profit, then the Commercial law must befollowed when
the subject applies the Commercial law (Luat ACC Company, 2020).
Legal subject matter of contract: The subject matter must be legal and transferable goods. Goods are
tangible products that are interlinked and commercial and transferable when purchasing goods (Luat
ACC Company, 2020).
Legal conditions: The contract must comply with the legal provisions related to the contract of saleof
goods or related to the Commercial law. If a dispute arises, a written contract will have an advantage
over verbal or witness contracts because the contract will become a legal document forthe competent
authority to settle (LuatMinhKhue, 2023).
Responsibilities of the Parties: The parties must comply with the obligations and responsibilities set
forth in the contract. For example, when buying with a contract for the sale of goods, the seller
mustdeliver the right object, quality and quantity, and deliver the documents together with the goods
at the same time and place and must check the quality of the goods. before delivery. The buyer is
obliged to receive the goods and pay the seller (Dinh, 2022).
Execution: A contract must be made on a factual and enforceable basis in order for problems to arise
or when stamping a commitment means that the seller and the buyer fully perform. contractand
comply with the Commercial Law (Le, 2022).
If the above factors are fully met, the contract of sale of goods will have primary effect and the parties
must comply with the terms and conditions set forth in the contract.
One of the terms in the contract of sale of goods between the two companies is the time of delivery.
According to the contract, company A will deliver the goods to company B on March 1, 2023. However,
due to transportation problems, company A could not deliver the goods to company B on March 1,
2023, as agreed. Instead, company A can only deliver to company B on March 5, 2023. Impact of the
breach on the company's business:
Late delivery may affect company B's business. Company B may have difficulty in implementing
production schedule or other business plans if they do not receive them. goods on time. If delivery
delays are a recurring problem, company B could be overlooked by customers and partners, resulting
in lost business opportunities and brand reputation. In addition, company B may have to pay
compensation to customers if it is unable to meet their delivery time requirements. This can result in
significant costs for company B and negatively affect its profits and finances.
Therefore, compliance with the terms of the goods sale and purchase contract is very important to
ensure the smooth and stable business operations of the companies. In the event of a breach, the
parties should negotiate to find the best solution to minimize the negative impact on each party's
business.
A breach of contract is a breach of the terms delivered on a contract based on coercive and contractual
agreements that compel may bring the breach of contract to court if the breach or failure to fulfill
obligations based on the terms of the contract (Will, 2022).
There are 4 types of breach of contract as minor breach, serious breach, actual breach and expected
breach. For a minor breach, the breach can be rectified by compensating damages or goods as in the
contract in the near future (Will, 2022). For serious violations such as lack of goods as in the contract
or wrong delivery of goods, the violating party must bear the full loss that may affect the other party
or may terminate the contract (Nguyen, 2022). For actual breach one party will refuse to fully perform
the terms of the contract (Will, 2022). For an expected breach, a party will declare in advance that it
will not perform the provision of the contract (Will, 2022).
However, if the breach is due to a data breach or cyber attack, there may be additional considerations
to take into account. For example, if the breach results in the loss or theft of confidential information,
the buyer may be entitled to compensation for any losses suffered as a result of the breach, including
any damages resulting from identity theft or fraud. The seller may also be liable for any costs
associated with investigating and remedying the breach. When a contract is breached, it can have
significant implications for the parties involved. In general, a contract is an agreement between two
or more parties that creates legally enforceable obligations. This means that if one party fails to fulfill
its obligations under the contract, the other party may be entitled to seek damages or other remedies.
One potential impact of a contract violation is the termination of the agreement. If the breach is
significant enough, the nonbreaching party may have the right to terminate the contract and seek
damages. For example, if a vendor fails to deliver goods by the agreed-upon deadline, the buyer may
be entitled to cancel the order and seek compensation for any losses incurred. Another potential
impact of a contract violation is the loss of trust between the parties. Contracts are often based on a
foundation of mutual trust and reliance, and a breach of contract can damage this trust. This can make
it difficult for the parties to continue working together in the future, even if the breach is remedied.
Finally, a contract violation can also have financial implications for the parties involved. Depending on
the specific terms of the contract, the non-breaching party may be entitled to seek damages, such as
reimbursement for any costs incurred as a result of the breach. Additionally, the breaching party may
be required to pay penalties or other fees outlined in the contract. In conclusion, contract violations
can have a range of impacts on the parties involved, including termination of the agreement, loss of
trust, and financial implications. It is important for parties to carefully consider the terms of a contract
before entering into an agreement and to take appropriate steps to remedy any breaches if they
occur.
5. Find out 1 REAL scandal relating to the violation of company law of a REAL company relating to
violation of the Duties of Directors
One example of a scandal relating to the violation of company law and the duties of directors is
the case of Carillion PLC in the UK. Carillion was a multinational construction and facilities
management company that collapsed in January 2018, following a series of financial and
governance failures. An investigation into the collapse of Carillion found evidence of significant
breaches of company law and the duties of directors. Specifically, the directors of the company
were found to have failed in their duty to act in the best interests of the company and its
stakeholders, and to have engaged in reckless business practices that ultimately led to the
company's collapse. One of the key issues identified in the investigation was the use of accounting
practices that were designed to artificially inflate the company's profits and hide its financial
difficulties. The directors were also criticized for paying themselves large bonuses and dividends,
despite the fact that the company was facing significant financial challenges. In addition to these
financial issues, the directors were found to have failed in their duty to ensure that the company
had adequate risk management and internal control systems in place (Wright, 2018). This failure
contributed to a culture of complacency and overconfidence within the company, which ultimately
led to its downfall. Another issue in the scandal was the payment of dividends and bonuses to the
company's directors, even though the company was facing significant financial difficulties. Critics
argued that these payments were inappropriate and amounted to a violation of the directors'
duties to act in the best interests of the company and its stakeholders. The collapse of Carillion
had significant implications for its employees, suppliers, and other stakeholders, and led to calls
for reform of corporate governance and accountability practices in the UK. The case serves as a
stark reminder of the importance of the duties of directors and the need for effective oversight
and governance in corporate organizations (Wright, 2018). The collapse of Carillion also raised
questions about the effectiveness of the company's risk management and internal control systems.
It was found that the company had failed to adequately manage its risks and had not put in place
effective systems to monitor its financial position and performance. This failure was seen as a
breach of the directors' duty to ensure that the company had appropriate risk management and
internal control systems in place. In summary, the scandal involving Carillion PLC involved multiple
violations of the duties of directors under UK law. These violations included the use of misleading
accounting practices, the payment of inappropriate dividends and bonuses, and the failure to
implement effective risk management and internal control systems. The scandal highlighted the
importance of effective corporate governance and the need for directors to act in the best
interests of the company and its stakeholders (Wright, 2018).
First, the firm's directors were found to have failed to properly fulfill their duties to act in the best
interests of the company and its stakeholders, and to have participated in irresponsible business
practices that eventually contributed to the company's demise. This breaches duty number 6 of the
director (obligation not to receive advantage from third parties). In addition to the financial issues,
the directors were deemed to have failed in their responsibility to guarantee that the firm has an
effective risk management and internal controls in place, therefore violating requirement number 2
(not to promote the company's success).
5.3. Explain the impacts of the scandal to the business of the company.
The scandal involving Carillion PLC had far-reaching impacts on the business of the company. The
collapse of Carillion had consequences for its employees, suppliers, customers, and other
stakeholders. Some of the key impacts of the scandal are discussed below. Firstly, job losses: The
collapse of Carillion resulted in significant job losses, with thousands of employees losing their jobs.
This had a direct impact on the affected employees and their families, and also had wider economic
and social implications (Wright, 2018). Secondly, supplier losses: Carillion was a major client for many
suppliers and subcontractors, and the collapse of the company left many of these businesses with
significant unpaid bills. This had a knock-on effect on the wider supply chain, and many small
businesses were left struggling to stay afloat (Wright, 2018). Thirdly, disruption to public services:
Carillion was involved in the provision of a range of public services, including the management of
schools, hospitals, and prisons. The collapse of the company led to significant disruption to these
services, and many stakeholders were left with uncertainty and confusion about the future provision
of these services. Fourthly, damage to reputation: The scandal surrounding Carillion had a damaging
impact on the reputation of the company and its directors. The collapse of the company and the
subsequent investigation into its practices highlighted serious failings in corporate governance and
accountability, and the case was widely reported in the media. Finally, the legal consequences: The
collapse of Carillion also had legal consequences, with a number of investigations and legal actions
being taken against the company and its directors. This included a parliamentary inquiry into the
company's collapse, as well as investigations by the Financial Conduct Authority and the Insolvency
Service. In summary, the scandal involving Carillion PLC had significant impacts on the business of the
company, as well as wider economic and social implications. The collapse of the company led to job
losses, supplier losses, disruption to public services, damage to reputation, and legal consequences.
The case serves as a reminder of the importance of effective corporate governance and the need for
directors to act in the best interests of the company and its stakeholders (Wright, 2018).
Providing employment contracts: Employers are required to provide written employment contracts
to their employees within 30 days of the start of employment. These contracts must include specific
information such asjob duties,salary, working hours, and the duration of the contract. (The Viet Nam
Labour Code, 2021).
Paying wages: Employers are responsible for paying wages to their employees on time and in full. The
Labor Code sets out specific rules for calculating wages, including minimum wage levels. (The Viet
Nam Labour Code, 2021).
Providing a safe work environment: Employers are required to provide a safe and healthy work
environment for their employees. This includes providing appropriate safety equipment, training, and
taking measures to prevent accidents and occupational diseases. (The Viet Nam Labour Code, 2021).
Providing benefits: Employers are required to provide various benefits to their employees, including
social insurance, health insurance, and unemployment insurance. The Labor Code sets out specific
rules for how these benefits are calculated and paid. (The Viet Nam Labour Code, 2021).
Treating employees fairly: Employers are required to treat their employees fairly and without
discrimination. This includes treating employees equally regardless of gender, ethnicity, religion, or
disability. (The Viet Nam Labour Code, 2021).
Providing leave: Employers are required to provide various types of leave to their employees,
including annual leave, sick leave, and maternity leave. The Labor Code sets out specific rules for how
much leave employees are entitled to and how it should be calculated. (The Viet Nam Labour Code,
2021).
Respecting employees' rights: Employers are required to respect their employees' rights to freedom
of association, collective bargaining, and the right to strike. Employers are also prohibited from
engaging in forced labor or any form of human trafficking. (The Viet Nam Labour Code, 2021).
Providing training: Employers are required to provide training and development opportunities to
their employeesto help them improve their skills and advance in their careers. (The Viet Nam Labour
Code, 2021).
Maintaining records: Employers are required to maintain accurate records of their employees'
employment contracts, working hours, wages, and other important information. (The Viet Nam
Labour Code, 2021).
Cooperating with labor authorities: Employers are required to cooperate with labor authorities to
ensure compliance with labor laws and regulations. (The Viet Nam Labour Code, 2021).
One example of a scandal relating to the violation of the Duties of Employers is the case of Samsung
Vietnam, which was accused of violating labor laws and mistreating its employees. In 2020, Vietnam's
Ministry of Labor, Invalids and Social Affairs conducted an investigation into Samsung Vietnam's
facilities in the northern province of Bac Ninh, following complaints from workers and labor rights
groups. (Vietinfo, 2020).
Female workers must labor until they are exhausted in both day and night shifts for 9 to 12 hours, and
the noise levels are extreme in contrast to the state's noise level requirements. Pregnant female
employees must work the whole shift despite the fact that they are allowed to take breaks. Yet, most
of them are afraid to take a break since Samsung considers employees to have taken too much time
off, meaning it's removed from their pay.
Workers must apply for a "toilet pass" since working hours are strictly regulated in order to use the
restroom during paid work hours.
According to the study, all 45 women interviewed regarded feeling faint or dizzy at work as a "normal"
side effect of working long shifts. Miscarriages are seen as "quite usual among young women." Some
report damaged eyes, nosebleeds, "large feet," changes in attractiveness, stomach problems, and
limb bones and joints.
After the study was released, the representative of Samsung Electronics in Vietnam argued that
CGFED & IPEN "prepared a report concerning the items that have no factual foundation," according
to VNEconomy and Dan Tri publications.
The investigation found that Samsung Vietnam had violated a number of labor laws, including not
providing adequate safety equipment to workers, forcing employees to work overtime without pay,
and failing to provide clear information about working hours and wages. In addition, the company
was accused of mistreating workers, including verbal abuse and discriminatory behavior towards
female workers.
The scandal caused a public outcry in Vietnam and led to calls for Samsung to improve its labor
practices. Samsung Vietnam issued a public apology and pledged to take action to address the issues
identified in the investigation. The company also agreed to pay compensation to affected workers and
to improve working conditions at its facilities (Vietinfo, 2020).
This scandal highlights the importance of employers fulfilling their duties and responsibilities under
labor laws to ensure that their employees are treated fairly and with respect. Failure to do so can
result in serious consequences for both the company and its employees, as well as damage to the
company's reputation and public trust.
In the UK, there are several ways for a company to raise capital, including: Issuing shares: Thisis a
common way for companiesto raise capital, by issuing sharesto investorsin exchange for funds. The
company can issue ordinary shares, preference shares, or other types ofshares. (LegislationUK, 2021)
Borrowing: Companies can also raise capital by borrowing money from banks, financial institutions,
or other lenders. This can include taking out loans or issuing bonds. (LegislationUK, 2021)
Crowdfunding: Another option isto use crowdfunding platformsto raise capital from a large number
of small investors. This can be a particularly effective way for start-ups and early-stage companies to
raise funds. (LegislationUK, 2021)
Grants: Companies can also apply for grants from government or charitable organizations, particularly
for research and development projects. (LegislationUK, 2021)
Venture capital: For companies with high-growth potential, venture capital may be an option. Venture
capitalists provide funding in exchange for an ownership stake in the company and a say in its
management. (LegislationUK, 2021)
Initial Public Offering (IPO): Companies can also raise capital by going public through an IPO, which
involves selling shares to the public for the first time. This can be a complex and expensive process,
but it can also provide access to a large pool of capital. (LegislationUK, 2021)
It's important to note that UK law places certain restrictions and requirements on companies that
raise capital, particularly in relation to issuing shares or going public. For example, companies must
comply with the Companies Act 2006, which sets out rules on how shares can be issued and how
companies must communicate with shareholders. Additionally, companies must comply with the
Financial Conduct Authority's regulations and guidance on fundraising activities, particularly in
relation to public offerings and crowdfunding. It's always recommended that companies seek legal
advice to ensure compliance with these laws and regulations. (LegislationUK, 2021)
Auditors are experts that work for a firm to verify that it is adhering to the proper moral and legal
standards. They aid the business in modifying its policies and practices as needed. They aid the
business in modifying its policies and practices as needed. They can also aid in identifying any
prospective monetary issues that a business might be having.
Any business that wishes to operate legally needs to perform regular audits. Auditors detect potential
hazards, ascertain that business activities adhere to relevant rules and regulations, and, if necessary,
suggest corrective measures.
Also, auditors can offer insightful information on the operation and future prospects of a business
(Desk, 2022). The financial statements of the company must be audited in Vietnam per the
requirements of the company law. The auditor's responsibility is to spot any abnormalities and
provide remedies. The auditor is also accountable for carrying out additional duties like evaluating
management's performance, offering guidance on accounting standards and procedures, and doing
other tasks as needed by the board of directors or management (Desk, 2022).
10. Explain different types of company according to Vietnamese Law (The Enterprise Law 2020)
According to the Enterprise Law 2020, there are four main types of businesses in Vietnam.
Sole Trader/ Sole Proprietorship: A sole trader or sole proprietorship is a type of business owned and
operated by one individual. It is the simplest and most common form of business entity in Vietnam.
The owner of a sole proprietorship is responsible for all aspects of the business and has unlimited
liability for all debts and obligations of the business. The business is not a separate legal entity, and
therefore, the owner is personally liable for any losses or legal disputes. (Đức, 2022).
Partnership: A partnership is a type of business entity owned by two or more individuals. In Vietnam,
there are two types of partnerships: general partnership and limited partnership. In a general
partnership, all partners have unlimited liability for the debts and obligations of the partnership. In a
limited partnership, there are two types of partners: general partners, who have unlimited liability,
and limited partners, who have limited liability for the debts and obligations of the partnership.
Partnerships are not separate legal entities, and therefore, the partners are personally liable for any
losses or legal disputes. (Đức, 2022).
Limited Liability Company (LLC): A limited liability company is a type of business entity that combines
the benefits of a partnership and a corporation. An LLC is a separate legal entity from its owners and
has limited liability, meaning that the owners are not personally liable for the debts and obligations
of the company. An LLC can have one or more owners, who are called members. LLCs are required to
have a legal representative who is responsible for the company's legal affairs. (Đức, 2022).
Joint Stock Company (JSC): A joint stock company is a type of business entity that is owned by
shareholders. In a JSC, the ownership is represented by shares, which are freely transferable. A JSC
can be publicly traded or privately held. The liability of the shareholders is limited to the amount of
their investment in the company. A JSC is a separate legal entity from its shareholders and is required
to have a board of directors and a legal representative. (Đức, 2022).
In summary, the main differences between the four types of companies are the number of owners,
the liability of the members, and the legal entity status. Sole proprietorships and partnerships have
unlimited liability, while LLCs and JSCs have limited liability. LLCs and JSCs are separate legal entities,
while sole proprietorships and partnerships are not.
11. Compare and contrast the effectiveness of 2 different sources of legal advice: Arbitration and
Negotiation. Advantages and disadvantages with respect to: time saving; procedure; economic
aspect; confidentiality; remaining relationship; should be taken to assess the effectiveness.
Arbitration and negotiation are two methods used to settle conflicts between two parties, according
to Adams et al. (2020). These two forms of dispute settlement are among the appropriate dispute
resolution (ADR), or alternatives to litigation, strategies that can be used. These conflict settlement
methods emerged as a result of a backlog in the courts and a protracted legal procedure. Additionally,
there are two additional processes: mediation and conciliation.
Arbitration and negotiation offer the advantages of being less expensive and time-consuming than
court litigation. The proceedings are conducted in a secret and discreet manner, as well. The arbitral
and negotiating rulings are only known to the parties involved (Adam et al., 2020).
Both parties appoint a neutral arbitrator or arbitrators in arbitration. The number of arbitrators is
typically odd, such as one or three, to avoid binding decisions. Arbitrators are often chosen by the
parties, by the incumbent arbitrators, or by a third party, like a court. The role of the arbitrator is to
hear arguments from both parties and render a ruling on every aspect of the dispute. The verdict is
typically announced in a "award," which is a document that shows and explains the judgement. An
award carries the same weight in law as a court ruling. A decision or reward is typically not appealed
to a court. Arbitrators' fees are often included in the award, unless all parties have previously agreed
on the costs (Kenton, 2021).
On the other hand, negotiation is a process in which two parties work to come to an agreement
through direct dialogue in which each party uses influence and persuasion to persuade the other to
adopt terms that are more favorable to their own. Negotiating appears to occur when a buyer
pressures a seller to sell their item for less than their asking price. Another sort of negotiation is one
in which companies negotiate trade terms because both parties are attempting to maximize their
profits. Opposing parties retain legal counsel even in court to attempt to negotiate a settlement that
will advance their interests. In a give-andtake negotiation tactic, the parties agree to concessions on
certain subjects while negotiating for concessions on others.
A deal is reached as a result of negotiations. The dispute's nature, the methods for resolving it, and
the parties' consent to do so are all described in the agreement. The parties concerned typically split
the costs of the negotiation. The result of a negotiation is not as legally binding as an arbitration
because of this (Kenton, 2021).
In conclusion, the effectiveness of the two sources of legal counsel on negotiation and arbitration can
be contrasted using the following table. First of all, appropriate dispute resolution (ADR) mechanisms
such as negotiation and arbitration are used in place of court litigation. Both offer secrecy and are
discreet, quick, and affordable.
Second, the roles that Negotiation and Arbitration play as well as the parties involved in each are
different. In contrast to arbitration, which involves parties interacting through their agents in front of
an arbitrator, negotiation involves direct communication between two opposed parties. Lastly, after
hearing from both sides in an arbitration, the arbitrator chooses how the issue will be resolved. An
award is the final decision that is enforceable under law. A certain amount of giving and taking occurs
throughout negotiations, so one party will always come out on top. But even a small compromise
from the other party is necessary. A memorandum of agreement is the outcome of the negation.
In contrast to an award, this document is not enforceable in court. Fourth, the arbitrator or both
disputing parties may decide on the arbitration expenses, based on the circumstances. The cost of the
Negotiation, meanwhile, is typically split between the parties. Negotiation is less expensive than
arbitration because it requires the services of arbitrators and attorneys. Furthermore, a court cannot
review an arbitration award. A Negotiated memorandum of agreement, on the other hand, may be
contested or overturned by a court. Negotiation can proceed more quickly than arbitration if the
parties agree to speak with one another. Last but not least, parties to talks may lack legal competence,
whereas arbitrators are typically lawyers or people who work in the legal sector (Kenton, 2021).
12. Conclusion
Law is a very significant factor in business. This research has demonstrated the significance of
contracts for each business and the need to comprehend how company, labor, and contract law
interact and are used while dealing with them. Also, we have witnessed problems and contract
disagreements between businesses including the directors and executives of the business. A wide
range of subjects will also be examined, such as the potential effects of the law on enterprises, the
creation of various business groups, and suitable legal methods to deal with these issues. debated
topic Lastly, we outline the differences between ADR and court as well as the distinctions between
conciliation and mediation under English law.
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