ASSIGNMENT FINAL REPORT

Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and title Unit 7: Business Law

Submission date 06/04/2025 Date Received 1st Submission 06/04/2025

Re-submission Date 19/04/2025 Date Received 2nd Submission 19/04/2025

Student Name Tran Thi Ngoc Linh Student ID BC00322

Class BA07201 Assessor name Mr. Vo Hung Cuong

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P1 P2 M1 D1
 ASSIGNMENT FINAL REPORT

Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and

Unit 7: Business Law
title

Submission date 06/04/2025 Date Received 1st submission 06/04/2025

19/04/2025 Date Received 2nd 19/04/2025

Re-submission Date
submission

Student names & codes Final scores Signatures

Le Chi Vy - BC00261 Vy

Nguyen Minh Khoa – BC00512 Khoa

Group number:
Ho My Anh – BC00513 Anh

Tran Thi Ngoc Linh – BC00322 Linh

Class BA07201 Assessor name Mr. Vo Hung Cuong

Plagiarism

Plagiarism is a particular form of cheating. Plagiarism must be avoided at all costs and students who break the rules, however innocently, may be
penalised. It is your responsibility to ensure that you understand correct referencing practices. As a university level student, you are expected to use
appropriate references throughout and keep carefully detailed notes of all your sources of materials for material you have used in your work, including
any material downloaded from the Internet. Please consult the relevant unit lecturer or your course tutor if you need any further advice.

Student Declaration

I certify that the assignment submission is entirely my own work and I fully understand the consequences of plagiarism. I declare that the work submitted
for assessment has been carried out without assistance other than that which is acceptable according to the rules of the specification. I certify I have
clearly referenced any sources and any artificial intelligence (AI) tools used in the work. I understand that making a false declaration is a form of
malpractice.
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Linh

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P3 P4 P5 P6 M2 M3 M4 D2 D3
 OBSERVATION RECORD

Student Tran Thi Ngoc Linh

Description of activity undertaken

My main responsibility is primarily related to the P6 and M2 sections. To ensure comprehensive coverage
of content, coherence, and high quality of the project, my team is mainly responsible for the presentation
content for sections P4 and M3.

Assessment & grading criteria

How the activity meets the requirements of the criteria

Student signature: Linh Date: 06/04/2025

Assessor signature: Date:

Assessor name: Mr. Vo Hung Cuong

•Summative Feedback: • Resubmission Feedback:

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Signature & Date:

 A. ASSIGNMENT 1
TABLE OF CONTENTS

I. INTRODUCTION.....................................................................................................................................2

II. MAIN CONTENTS...................................................................................................................................2

1. The Distinction Between Laws and Social Regulations..........................................................................2

1.1 Distinguishing Law from Other Regulations in Society.................................................................2

1.2 Explanation of the Differences Between Common Law and Statutory Law...............................3

2. The effectiveness of the legal system regarding reforms and development.........................................4

2.1 Identifying Specific Reforms in Recent Years................................................................................4

2.2 Benefits of Recent Reforms and Developments in the Civil Code................................................5

2.3 Limitations of Recent Reforms and Developments in the Civil Code..........................................5

3. The Role of Government in Legislation and the Application of Statutory and Common Law in

Judicial Courts

3.1 Differences Between the Legislative Role of Government and Parliament..................................6

3.2 Application of Common and Statutory Law in Judicial Courts...................................................6

III. CONCLUSION..........................................................................................................................................7

REFERENCES...........................................................................................................................................7

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I. INTRODUCTION
Law is important for maintaining order, regulating behavior and ensuring justice.
The legal system consists of statutory law, enacted by the National Assembly, and
common law, formed through case law. The Government plays an enforcement role and
promulgates regulations under the law to support effective law enforcement. This report
will analyze the differences between laws and social regulations, highlighting the
differences in authority, enforceability and scope of application. In addition, the report
will compare common law and statutory law, focusing on their origins, flexibility and
legal application. In addition, the report will analyze the reforms in the 2015 Civil Code
that have marked an important step forward in perfecting the Vietnamese civil law
system. Finally, the report will clarify the legislative role of the Government and the
National Assembly, as well as how the judiciary applies statutory law and common law
in actual adjudication.
II. MAIN CONTENTS
1. The Distinction Between Laws and Social Regulations
Laws are a system of official rules established by competent state authorities and
are binding on all citizens, with the aim of maintaining order and fairness in society.
Laws can be enforced through agencies such as courts and police, with specific penalties
such as fines, imprisonment, or administrative sanctions (Adams, Caplan and Lockwood,
2020). On the other hand, social regulations including moral standards, customs, and
organizational rules are not legally binding but mainly rely on voluntary compliance and
pressure from the community (Adams, 2010)
1.1 Distinguishing Law from Other Regulations in Society
a) Jurisdictional Authority
In many legal systems, particularly in federal states such as the United States and
Australia, laws are categorized into federal and state laws. Federal laws are enacted by
the central government and apply nationwide, whereas state laws are formulated to
address specific economic, social, and cultural conditions within each state (Adams,
2010).
For instance, in the United States, contract law, property law, and business law may
vary from one state to another, even though they adhere to overarching federal principles.
In Vietnam, a civil law jurisdiction, legislation is applied uniformly across the country,
with laws enacted by the National Assembly and implemented through governmental

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decrees and circulars.
On the other hand, social regulations, such as business ethics, corporate
governance codes, and professional conduct guidelines, are not subject to state-level
jurisdiction but rather function within the internal framework of specific organizations or
communities.
b) Enforceability by the State
One of the fundamental distinctions between law and other social regulations is
legal enforceability. According to Adams, Caplan, and Lockwood (2020), law is
enforceable by the state through judicial institutions, law enforcement agencies, and
administrative bodies. Individuals or organizations that violate legal provisions may face
sanctions, including fines, penalties, or even criminal prosecution.
For example, businesses that fail to comply with consumer protection laws
may be subjected to regulatory penalties. In contrast, social regulations, such as corporate
codes of conduct or ethical standards, lack direct state enforcement. Violations of these
norms may lead to reputational damage, internal disciplinary actions, or social ostracism
but do not result in legal prosecution.
Additionally, in common law jurisdictions such as the United Kingdom, law
is further developed through judicial precedent, where court decisions create binding case
law that must be followed in future rulings (Adams, 2010).This feature distinguishes
statutory law from non-binding social norms.
c) Applicability to Citizens
Law has a broad scope of application, extending to all citizens,
organizations, and businesses within a given jurisdiction. Any individual or entity that
violates legal provisions may be held accountable, regardless of their social status or
profession (Adams, Caplan and Lockwood, 2020).
For instance, tax law mandates that all individuals earning above a certain
threshold must pay income tax. Failure to comply with this legal requirement may result
in financial penalties or criminal liability. In contrast, social norms, such as dress codes
in corporate environments, are not universally applicable but are confined to specific
communities or institutions. A violation of such regulations may lead to informal
consequences, such as exclusion from a professional setting, but does not attract legal
repercussions.
This distinction underscores the fact that law serves as the foundation of

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legal governance with universal applicability, whereas social regulations are context-
dependent and lack formal legal enforcement.
1.2 Explanation of the Differences Between Common Law and Statutory Law
Common law is a legal system developed through judicial decisions based
on the principle of stare decisis, where rulings from higher courts establish binding
precedents for future cases (Adams, Caplan & Lockwood, 2020). In addition, statutory
law refers to laws enacted by legislative bodies such as Parliament or the government.
These laws are codified in written statutes, including constitutions, acts, and regulations.
While statutory law provides a structured legal framework, it is less adaptable to societal
changes compared to common law (Harris, 2022).
- Authority of Enactment
One of the primary differences between common law and statutory law lies in their
source of authority.
+ Statutory Law: Is enacted by a legislative body such as Parliament or the
government. These laws are formally documented in legal codes, acts, and statutes,
ensuring clarity and systematic governance (Adams, 2010). Since statutory law originates
from a formal legislative process, it provides structured legal regulations that govern
specific aspects of society.
+ Common Law: In contrast, is developed through judicial decisions based on
precedent (stare decisis). This principle means that decisions made by higher courts
establish binding legal precedents that lower courts must follow when ruling on similar
cases (Slapper and Kelly, 2021). Unlike statutory law, common law evolves through case
law and judicial interpretations, making it more adaptable to emerging legal issues.
For example, the Sale of Goods Act 1979 in the United Kingdom is an instance of
statutory law, as it was enacted
by Parliament and provides specific legal provisions governing commercial
transactions. On the other hand, the famous case Donoghue v. Stevenson (1932)
established the principle of negligence in common law, creating a precedent that
influenced future tort law cases (Adams, 2010).
- Nature of Legal Precedents vs. Legislative Acts
The fundamental nature of common law and statutory law also differs in terms of
formation and application.
+ Statutory Law: Is codified and systematically structured. It consists of explicitly

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written regulations that apply to all relevant entities. Once a statute is enacted, its
provisions take immediate legal effect, outlining clear rules and guidelines that
individuals and institutions must follow (Harris, 2022).
+ Common Law: However, is based on judicial precedents, meaning that judges
interpret and apply existing legal principles to new cases. Over time, these interpretations
become part of the legal framework, allowing courts to refine legal doctrines in response
to societal changes (Elliott and Quinn, 2020).
For instance, R v R (1991) was a landmark common law case in which the House of
Lords ruled that marital rape was a criminal offense, establishing a precedent that
reshaped criminal law. Conversely, the Employment Rights Act 1996, enacted by the UK
Parliament, provides statutory protection for employees, including regulations on unfair
dismissal and redundancy rights (Adams, 2010).
- Flexibility and Adaptability
Another key distinction between common law and statutory law is their flexibility
in responding to societal changes:
+ Common Law: Is highly adaptable, as judicial rulings can modify or extend legal
principles without requiring formal legislative amendments. Judges can interpret legal
principles in ways that reflect contemporary social, economic, and technological
developments (Slapper and Kelly, 2021).
+ Statutory Law: On the other hand, is more rigid and requires formal legislative
processes to be amended. Any modifications must go through parliamentary approval,
making statutory law less responsive to immediate societal changes. However, statutory
law provides greater legal certainty due to its codified nature (Harris, 2022).
For example, the principle of duty of care in negligence law was originally
established through common law in Donoghue v. Stevenson (1932) and subsequently
refined through judicial rulings. In contrast, the Consumer Rights Act 2015 introduced
statutory provisions regulating consumer protection, ensuring transparency and
enforcement in business transactions (Adams, 2010).
2. The effectiveness of the legal system regarding reforms and development
The Civil Code of Vietnam in 2015 has undergone significant reforms aimed at
enhancing effectiveness and meeting the demands of socio-economic development.
These reforms focus on addressing the limitations of the 2005 Civil Code, creating a
favorable legal environment for development and protecting the rights of the people.

5
Overall, the reforms in the Civil Code of 2015 marked an important step in perfecting the
civil law system in Vietnam, contributing to the promotion of socio-economic
development and the protection of people's rights (Luat Viet Nam, 2015).
2.1 Identifying Specific Reforms in Recent Years
The Civil Code of Vietnam has undergone two significant reforms aimed at
improving the legal framework and aligning with economic and social developments.
- The 2005 Civil Code: This marked a significant step in Vietnam’s legal system,
establishing a legal foundation for civil, commercial, and contractual relationships. It
provided fundamental regulations on property ownership, contracts, civil liabilities, and
inheritance (Thu vien Phap luat, 2005). However, after a period of
implementation, the 2005 Civil Code revealed several shortcomings, particularly in
terms of consistency with other specialized laws, necessitating amendments.
- The 2015 Civil Code (Effective from January 1, 2017): This revision aimed to
address the deficiencies of the 2005 Civil Code and introduced several major changes,
including:
+ Expansion of personal rights and property rights, particularly regarding
intangible assets and intellectual property.
+ More detailed regulations on contracts, civil obligations, and liability for
damages, ensuring greater legal clarity.
+ Adjustments in the application of law in civil relations involving foreign
elements, facilitating international legal cooperation and economic integration (Luat Viet
Nam, 2015).
These reforms contributed to creating a more comprehensive and flexible legal
framework, better suited to practical needs and international commitments.
2.2 Benefits of Recent Reforms and Developments in the Civil Code
The reforms in the Civil Code have brought several significant benefits to the legal
system and its practical implementation.
- Enhancing the protection of individuals and organizations' rights: The 2015
Civil Code strengthens personal rights, property rights, and civil liability regulations,
providing better legal safeguards for citizens and businesses (FDVN, 2017).
- Improving the business and investment environment: Revisions related to
contracts and civil obligations enhance transparency in transactions, reducing legal risks
and promoting a more secure and competitive business climate (FTU Journal, 2017).

6
 - Facilitating international integration: The revised legal framework for civil
relations involving foreign elements aligns Vietnam’s legal system with international
standards, making cross-border transactions and investments more legally secure (Luat
Viet Nam, 2015).
- Enhancing flexibility in dispute resolution: The inclusion of alternative dispute
resolution (ADR) mechanisms, such as arbitration and mediation, reduces the burden on
the judicial system and provides more efficient resolution options for civil disputes
(FDVN, 2017).
2.3 Limitations of Recent Reforms and Developments in the Civil Code
Despite the progress made, several challenges remain in the implementation of the
Civil Code:
- Practical feasibility and enforcement issues: Some provisions lack detailed
guidelines for implementation, making it difficult for legal practitioners and courts to
apply them consistently. This is especially true for regulations regarding intangible assets
and digital transactions (FDVN, 2017).
- Consistency with other specialized laws: While the 2015 Civil Code has
improved legal coherence, inconsistencies with other laws-such as the Enterprise Law,
Investment Law, and Commercial Law-continue to cause confusion in application and
interpretation (FTU Journal, 2017).
- Stability and predictability concerns: The frequent legal amendments required to
keep up with socio- economic developments affect the stability of the legal system,
creating uncertainty for businesses and investors in long-term planning (Luat Viet Nam,
2015).
- Challenges in civil dispute resolution: Although dispute resolution mechanisms
have been improved, litigation procedures remain complex and time-consuming.
Additionally, arbitration and mediation are still underutilized due to a lack of legal
incentives and public awareness (FDVN, 2017).
These limitations indicate that while the 2015 Civil Code has made substantial
improvements, further refinements are necessary to ensure practical applicability and
consistency with Vietnam’s evolving legal and economic landscape.
3. The Role of Government in Legislation and the Application of Statutory
and Common Law in Judicial Courts
The legislative process is a fundamental aspect of any legal system, with both the

7
Government and Parliament playing crucial roles in creating and enforcing laws.
Additionally, judicial courts are responsible for applying both statutory law (legislation
enacted by Parliament) and common law (case law developed through judicial
precedents) when resolving legal disputes (Adams, Caplan and Lockwood, 2020).
3.1 Differences Between the Legislative Role of Government and Parliament
- Parliament enacts primary legislation (statutes or acts): These laws establish
broad legal principles and are passed through formal legislative processes, including
multiple readings, debates, and approval stages (Harris, 2022). Once enacted, statutory
law takes precedence over other legal sources.
- The Government enacts secondary legislation or sub-law: Also known as
delegated or subordinate legislation, these laws provide specific details and procedural
mechanisms for implementing primary legislation. Secondary legislation includes
decrees, circulars, resolutions, which allow the Government to efficiently enforce
statutory law without requiring constant parliamentary intervention (Slapper and Kelly,
2021). The purpose of secondary legislation is to give the Government the flexibility to
implement and administer primary laws effectively. However, all secondary legislation
must remain consistent with primary laws and cannot override the legal principles set by
Parliament (Elliott and Quinn, 2020).
3.2 Application of Common and Statutory Law in Judicial Courts
In cases where there is no applicable case precedent, the court will apply statutory
law, which refers to legal provisions officially enacted by the legislative body, such as
laws, codes, decrees, and circulars. Statutory law is considered the primary source of law
and carries clear and transparent legal authority.
If there is no specific statutory provision, but a relevant precedent has been
established by a higher court in a previous case with similar circumstances, the lower
court may apply that precedent to ensure consistency and fairness in judicial decisions.
The condition for applying such precedent is that the current case must share substantial
similarities in nature and context with the previous one.
If neither statutory law nor applicable precedent exists, a higher court may issue a
ruling that serves as a guiding legal interpretation, thereby forming a new legal
precedent. This precedent can then be used as a legal basis for resolving similar cases in
the future.
This method of legal application helps ensure consistency and legal efficiency while

8
minimizing subjective judgment by lower-level judges. They are required to follow
established precedents issued by higher courts, provided that these precedents are
relevant and applicable to the specific case.

9
III. CONCLUSION
The report clarifies the difference between law and social regulations, emphasizes
the legally binding nature and enforcement mechanism of law compared to voluntary
rules, analyzes the difference between statutory law and common law, in which statutory
law is systematic while common law is flexible and adaptive through precedent. In
addition, the report clarifies the legislative role of the National Assembly and the
Government, in which the National Assembly promulgates primary laws, and the
Government implements and supplements them with secondary laws. The report also
points out that recent reforms of the Vietnam Civil Code have brought about many
positive changes, helping to protect the rights of individuals and organizations, while
creating a more favorable legal environment for civil and business transactions. Finally,
the report explains how courts apply statutory law when there are specific provisions and
use common law when necessary for precedent, ensuring the stability and flexibility of
the legal system.
IV. REFERENCES
Adams, A., Caplan, S., & Lockwood, G. (2020). Law for Business Students (11th ed.).
Pearson Education Limited. Adams, A. (2010). Law for Business Students (6th ed.).
Pearson Education Limited.
Elliott, C. & Quinn, F. (2020). English Legal System (20th ed.).
Pearson Education. Harris, P. (2022). An Introduction to Law (9th
ed.). Cambridge University Press.
Slapper, G. & Kelly, D. (2021). The English Legal System (20th ed.). Routledge.
Thu vien Phap luat (2005). Bo luat Dan su Viet Nam nam 2005. Available from
https://thuvienphapluat.vn [accesses February 15, 2025]
Luat Viet Nam (2015). Bo luat Dan su Viet Nam nam 2015. Available from
https://luatvietnam.vn [accesses February 15, 2025]
FDVN (2017). Analysis of the Key Amendments in the 2015 Civil Code. Available from
https://fdvn.vn [accesses February 15, 2025]
FTU Journal (2017). The Impact of the 2015 Civil Code on International Economic
Integration. Available from https://tapchi.ftu.edu.vn [accesses February 15, 2025]
Steele, J. (2017). Tort Law (5th ed.). Oxford University Press.

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 B. ASSIGNMENT 2

TABLE OF CONTENTS

V. INTRODUCTION..............................................................................................................................

1. Introduce the purpose and main contents of the report.................................................................

VI. MAIN CONTENT..............................................................................................................................

1. Use specific examples, to illustrate how company, employment, and contract

law have potential impacts on business............................................................................................

1.1 Legal Issues Arising from Contracts and Their Impact on Businesses Case
Study: Contractual Dispute in Vietnam’s Construction Industry Description
of the Legal Issue..................................................................................................16

2. Economic Damages............................................................................................................................

3. Relationship Between the Parties in the Dispute.............................................................................

4. Impact on Reputation........................................................................................................................

5. Impact on Employees.........................................................................................................................

6. Impact on Investors and Capital Raising Challenges.....................................................................

6.1 Real Legal Dispute in the Labor Sector: No. 02/2022/LĐPT Case Study:
Labor Dispute Case No. 02/2022/LĐPT...........................................................18

7. Economic Damages............................................................................................................................

8. Relationship Between the Parties.....................................................................................................

9. Impact on Corporate Reputation.....................................................................................................

10. Impact on Employees and the Work Environment........................................................................

11. Impact on Potential Investors...........................................................................................................

11.1 Violation of Shareholder Rights: Legal Dispute Involving Truong My

Lan21

12. Economic Damages............................................................................................................................

13. Broken Relationships Between Stakeholders..................................................................................

11
14. Impact on Reputation........................................................................................................................

15. Impact on Employees.........................................................................................................................

16. Impact on Investors...........................................................................................................................

17. Recommendations on Legal Solutions for Dispute Resolution......................................................

17.1 Proposed Legal Solution to Address Core Issues in Disputes.................23

17.2 Proposed Methods to Achieve Legal Solutions.........................................24

18. Analysis of Potential Impacts on Businesses due to Differences among

Legislation, Regulations, and Standards..........................................................................................

18.1 Analysis of the differences in th Application of Regulations, and

Legislation to Businesses....................................................................................26

19. Explore how different types of business organizations are legally formed as
after:.....................................................................................................................................................

19.1 Explain the formation of a registered company........................................27

a) The applications for registration of a company...............................................27

20. Role and the main content of a registered Article/ Charter...........................................................

20.1 Role of a registered Article/Charter:.........................................................29

21. Explain the legal structure of different types of organizations, business

organizations: sole proprietorship and limited liability, Partnership, or joint
stock company/ registered company.................................................................................................

21.1 Explain the legal characteristics of each type of company......................30

22. + Legal characteristics of a joint-stock company:..........................................................................

23. + The legal structure of the partnership company:.......................................................................

23.1 Analyse the advantages and disadvantages of the formation of different

types of business organizations, to the owners and other stakeholders.........31

24. + Disadvantages of a Partnership:...................................................................................................

25. + Advantages of joint stock companies:..........................................................................................

26. + Disadvantages of joint stock companies:....................................................................................

27. Explain how business organizations are managed and financed as follows.................................

12
 27.1 Capital mobilization methods.....................................................................34

27.2 Definition and mechanism of share capital...............................................34

27.3 Advantages and Disadvantages of Share capital......................................35

27.4 Business organization management...........................................................35

a) The Role of Shareholders...................................................................................36

b) Duties of a Director.............................................................................................36

28. Comparing and Contrasting Different Legal Advisory and Dispute

Resolution Methods to Recommend Suitable Legal Solutions.......................................................

VII. CONCLUSION...................................................................................................................................

VIII. REFERENCES...................................................................................................................................

IX. I....................................INDIVIDUAL REFLECTIVE LOG FOR GROUP PROJECT TEMPL

..............................................................................................................................................................

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INTRODUCTION
1. Introduce the purpose and main contents of the report
In this report the author and group will use specific examples, to illustrate
how company, employment, and contract law have potential impacts on business and
recommend legal solutions for resolving a range of disputes, using examples to
demonstrate how a party might obtain legal advice and support. Explore how different
types of business organizations are legally formed. Explain how business organizations
are managed and funded. Finally the group will compare and contrast different sources of
legal advice and support for dispute resolution to make appropriate recommendations for
legal solutions, e.g. arbitration and court, negotiation and mediation.
MAIN CONTENT
2. Use specific examples, to illustrate how company, employment, and contract law
have potential impacts on business.
2.1. Legal Issues Arising from Contracts and Their
Impact on Businesses Case Study: Contractual Dispute
in Vietnam’s Construction Industry Description of the
Legal Issue
Company A (a construction materials manufacturing enterprise in Ho Chi
Minh City) signed a contract with Company B (a construction company) to supply
materials worth 20 billion VND, stipulating payment of 50% before delivery and 50%
after 30 days of receiving the goods, with a payment guarantee from Bank C. Company
A delivered the goods in full, but Company B only paid the remaining 20%, citing the
reason that it had not yet received disbursement from the investor. This violated Article
50 of the 2005 Commercial Law on contractual payment obligations, and according to
the agreement, Company B would be fined 5% of the contract value along with late
payment interest. After many unsuccessful negotiations, Company A sued Company B at
the People's Court of Ho Chi Minh City, and at the same time requested Bank C to
perform the payment guarantee. The court determined that Company B had breached the
contract, ordered it to pay all principal, interest and penalties for breach of contract, and
required Bank C to perform its guarantee obligations. As a result, Company A received
the payment but spent a lot of time and money on litigation, while Company B suffered
serious damage to its reputation, lost trust with its partners and had difficulty signing new
contracts. Bank C also had to perform the guarantee and may restrict future credit to

14
 Company B. This dispute shows that breach of contract not only causes financial loss but
also affects partnership, corporate reputation and ability to raise capital, emphasizing the
importance of strict contracts and measures to protect rights in business.
Impact of the Legal Issue on the Business
Economic Damages
Contract disputes can result in significant financial losses, directly affecting
cash flow and profitability. In the case of Company A, the total contract value under
dispute was $2 million, with a delayed payment of $800,000 over six months, placing
pressure on liquidity and working capital. Additionally, legal expenses arising from
litigation, including attorney fees, administrative costs, and dispute resolution expenses,
were estimated at $60,000. Furthermore, delays in contract execution led to an estimated
$400,000 revenue loss, coupled with increased risk management costs. From an
opportunity cost perspective, Company A also lost a potential contract worth $1.2
million, as prospective partners became hesitant due to concerns over the company's
contractual reliability. This exemplifies the cascading effects of contract disputes on
business growth and financial stability.
Relationship Between the Parties in the Dispute
Contractual disputes do not only cause financial damage but also weaken
business partnerships. Prior to the dispute, Company A and Company B had planned to
collaborate on a joint project worth $4 million. However, due to legal conflicts, the
project was canceled, disrupting the long-term strategic plans of both parties. Moreover,
Company A's success rate in securing partnerships with previous collaborators dropped
by 30%, as stakeholders became more cautious in signing agreements. The erosion of
trust among key business partners can significantly hinder market expansion and reduce
the company's bargaining power in future negotiations.
Impact on Reputation
Corporate integrity and reputation are crucial components of risk
management and business strategy. A prolonged contract dispute can damage a
company’s credibility in the marketplace. In the case of Company A, its trust rating
declined by 15%, negatively affecting its ability to attract new business deals.
Additionally, the number of potential customers dropped by 20% within one year
following the dispute, reflecting changing consumer behavior as buyers tend to avoid
businesses with a history of legal conflicts. From a financial perspective, the company

15
 was also classified as a higher-risk entity by financial institutions, leading to an increase
of 2% in loan interest rates for new credit lines. This, in turn, raised the cost of capital
and reduced the firm’s competitive advantage
Impact on Employees
Legal disputes can negatively affect workplace stability and employee
motivation. In this scenario, Company A was forced to adjust its payroll budget, reducing
its human resources allocation by 10%, which directly impacted 50 employees. This led
to workforce dissatisfaction and a potential talent drain. Furthermore, employee
satisfaction scores dropped by 25%, as concerns over the company's financial stability
increased. Simultaneously, employee turnover rose by 8%, with key personnel—
especially mid- and senior-level managers—seeking alternative opportunities. The loss of
experienced leadership further weakened the company's decision-making and operational
efficiency during a critical period.
Impact on Investors and Capital Raising Challenges
From a corporate finance perspective, contract disputes significantly impact
investor confidence and capital accessibility. In the case of Company A, two strategic
investors withdrew their planned investments, resulting in a
$600,000 capital shortfall. Additionally, the company’s borrowing capacity from
financial institutions was reduced. Previously eligible for up to $3.2 million in loans,
Company A's credit limit was lowered to $2 million post-dispute, restricting its ability to
scale operations. Furthermore, loan approval periods were extended by one to two
months, delaying project execution and weakening the company’s competitive edge.
2.2. Real Legal Dispute in the Labor
Sector: No. 02/2022/LĐPT Case Study: Labor
Dispute Case No. 02/2022/LĐPT
In the labor dispute case No. 02/2022/LĐPT, the parties involved were Mr. Nguyen
Van T., the employee, and V.C.
Trading – Service – Production – Transportation Co., Ltd., the employer. Initially,
Mr. T. was employed under a labor contract with the company. However, the company
issued a dismissal decision, claiming that Mr. T. had violated internal labor regulations.
Mr. T. disagreed with this decision, arguing that the dismissal was unlawful, as the
company failed to follow the proper disciplinary procedures as stipulated under Article
70 of the 2019 Labor Code of Vietnam, which outlines principles and procedures for

16
 disciplinary actions. Furthermore, the employer could not provide sufficient evidence of
any wrongdoing. The case was brought before the provincial People's Court and fell
under labor law. Upon review, the court concluded that the employer had violated legal
procedures for disciplinary action. As a result, the court revoked the dismissal decision,
ordered the company to reinstate the employee to his position, and compensate him for
damages. This case highlights the importance of strict compliance with labor law when
handling employee discipline and termination.
Circular No. 02/2017/TT-CA governs the public disclosure of judgments and
decisions of courts, including the names of the parties involved. This Circular specifies
that when publicizing judgments on official court portals, personal information about the
parties involved in the case will be masked or abbreviated to protect their privacy and
dignity.
Specifically, the names of plaintiffs and defendants will be substituted with initials
or abbreviations (for example, "Nguyen Van A" could be written as "Nguyen V. A.").
Source: Thu Vien Phap Luat – Judgment No. 02/2022/LĐPT
Impact on the Business
Economic Damages
The labor dispute between Mr. Nguyen Van T. and the Company TNHH
TM DV SX GTVT V.C. caused significant economic damages to the business. The
company was required to compensate Mr. T. after the dismissal decision was overturned.
According to the ruling, Mr. T. demanded compensation for salary damages and
severance pay. The court ruled that the company must pay a total of 50 million VND to
Mr. T. within 7 days of the judgment's effectiveness. Additionally, the company must
cover court fees and attorney costs for both parties. This increased the operational costs
of the company, significantly impacting its financial situation (Thu vien Phap luat, 2022).
Relationship Between the Parties
The relationship between the company and the employee was severely
damaged in this case. The lawsuit caused a strained and distrustful relationship between
the company and Mr. T. The company was ordered to revoke the dismissal decision and
reinstate Mr. T. The court also pointed out that the company had violated the labor
discipline process and failed to provide clear evidence of Mr. T.'s misconduct. This
situation made other employees feel insecure and undermined trust in the fairness of the
working environment, negatively affecting team morale and overall performance (Thu

17
 vien Phap luat, 2022).
Impact on Corporate Reputation
The company's business reputation was seriously harmed after the court
declared it violated labor law regulations. Once the case was made public, business
partners and clients might question the company's ability to comply with legal
requirements. The court found that the company had failed to follow proper labor
discipline procedures as stipulated in Article 70 of the Labor Code, which not only
resulted in legal losses but also potentially damaged the company's image in the eyes of
customers and business partners. Moreover, the improper dismissal could cause the
company to lose collaboration opportunities with major partners, especially those with
high standards for corporate social responsibility and legal compliance (Thu vien Phap
luat, 2022).
Impact on Employees and the Work Environment
For employees, this labor dispute caused uncertainty and disillusionment
with the company. Workers might feel that their legal rights were not being protected,
leading to a decline in motivation and long-term attachment to the company. After Mr. T.
won the case, many employees might feel distrustful of how the company handles labor
issues and could hesitate to continue working in an environment they perceive as unjust.
The court also pointed out that the wrongful dismissal not only violated Mr. T.'s rights
but also created an unstable working environment for all employees of the company (Thu
vien Phap luat, 2022).
Impact on Potential Investors
Potential investors were also affected by this labor dispute. The company's
failure to comply with labor law likely diminished investors' confidence in its
management and human resources practices. Investors might doubt the company’s
commitment to regulatory compliance, which could reduce its ability to attract
investment in the future. The court also noted that the company could face prolonged
legal risks if it did not improve its labor management practices and comply with the legal
framework. This could diminish the company’s ability to secure funding from investors
who are looking for stability and transparency in their investments (Thu vien Phap luat,
2022).
2.3. Violation of Shareholder Rights: Legal Dispute Involving Truong My Lan
The case involves Ms. Truong My Lan, Chairwoman of Van Thinh Phat

18
 Group, along with a number of leaders and related employees at Saigon Commercial
Joint Stock Bank (SCB). During the period from 2012 to 2022, Ms. Lan, through her
subsidiaries and trusted personnel, illegally controlled SCB, thereby withdrawing money,
illegally issuing bonds, and appropriating assets with a total amount of more than VND
304,000 billion (nearly USD12.5 billion) (Tuoi Tre, 2024). The legal issues arising are
abuse of position and power while performing official duties, violations of regulations on
banking activities, fraudulent bond issuance, and embezzlement of assets. This is a
serious violation of the Law on Credit Institutions 2010, the Law on Enterprises 2020,
the Law on Securities 2019, and regulations related to corporate governance and
shareholder protection. The type of law violated in this case is criminal law, specifically
provisions of the 2015 Vietnamese Penal Code (amended in 2017), related to the crimes
of embezzlement, fraud, and violations of regulations on banking activities. The case was
brought to trial at the Ho Chi Minh City People's Court in early 2024. The public trial
lasted for many months and attracted great public attention. On April 11, 2024, Ms.
Truong My Lan was sentenced to death due to the particularly serious nature of her
actions, causing great damage to the bank, investors, and the national financial system.
Other defendants received sentences ranging from fixed-term imprisonment to life
imprisonment. In addition, Ms. Lan and related companies must compensate for the
entire amount of money they embezzled (Tuoi Tre, 2024; VnExpress, 2024).
Impact of the Legal Issue on the Business
Economic Damages
The illegal issuance of over 25 different bond packages through shell
companies controlled by Trương Mỹ Lan caused SCB to suffer a total loss of
approximately 304,000 billion VND (about 13 billion USD) due to fraudulent loan
schemes and capital misappropriation. This violated Decree 153/2020/NĐ-CP, which
regulates conditions and disclosure obligations in private corporate bond offerings. The
misrepresentation of bond issuance directly led to the collapse in liquidity and created a
national financial crisis in confidence (Ministry of Finance, 2023).
Broken Relationships Between Stakeholders
The fraudulent behavior undermined trust among all stakeholders — SCB,
its investors, customers, and regulators. The relationship between the bank and its clients
became severely damaged, leading to massive bank runs, and hundreds of thousands of
customers withdrawing deposits in fear. This violates the Law on Enterprises 2020,

19
 Article 127, which prohibits abusing legal status for personal gain at the expense of
others.
Impact on Reputation
The scandal led to the arrest of high-profile figures, including Truong My
Lan, and exposed systemic corruption. SCB’s and Van Thinh Phat’s reputations were
irreparably damaged. According to Decree 155/2020/NĐ-CP, failure to disclose accurate
financial data or issuing false reports can incur administrative fines up to 1.5 billion VND
— yet the reputational loss is far costlier in long-term trust and brand equity
(Government, 2020).
Impact on Employees
Thousands of SCB employees experienced stress, job insecurity, and layoffs
due to the bank’s operational disruptions. Although not directly fired, employees were
subjected to frozen activities, halted services, and restricted salary payments — indirect
consequences of poor corporate governance and financial fraud. This outcome may
indirectly violate Article 8, Labor Code 2019, which protects employees from deceptive
acts and financial insecurity caused by the employer.
Impact on Investors
Vietnam's corporate bond market witnessed a collapse of 60% in new
issuance in 2023, as domestic and international investors lost trust in Vietnamese bond
governance and regulatory control (Ministry of Finance, 2024). This was a direct
consequence of violations of both Decree 153/2020/NĐ-CP and the Law on Securities
2019, which require transparency and investor protection. The scandal forced the
government to urgently introduce Decree 65/2022/NĐ- CP to close regulatory loopholes
and restore investor confidence.
3. Recommendations on Legal Solutions for Dispute Resolution
3.1 Proposed Legal Solution to Address Core Issues in Disputes
Contract Dispute in Vietnam’s Construction Industry
Proposed Legal Measure: Request the Court to Enforce Payment Obligations and Apply
Contractual Penalties
In the dispute between Company A and Company B over the unpaid balance of a
construction contract valued at USD 800,000, Company A has the legal right to file a lawsuit
requesting the court to compel Company B to fulfill its payment obligation and apply the
agreed-upon penalty for breach of contract. According to Article 351 of the 2015 Civil Code,

20
a party that breaches a civil obligation must take legal responsibility for the consequences of
its violation.
The contract between the two parties includes a penalty clause of 5% of the contract value,
equivalent to USD 50,000. As stated in Article 418 of the Civil Code 2015, penalty clauses
are intended to protect the lawful rights and interests of the non-breaching party.
Additionally, Company A can claim late payment interest as stipulated under Articles 357
and 468 of the Civil Code.
This legal method not only enables Company A to recover the outstanding amount but
also serves as a deterrent, emphasizing the importance of fulfilling payment terms in
contracts for future contracting parties.
Labor Dispute No. 02/2022/LĐPT
Proposed Legal Measure: Reinstatement of the Employee According to Court Judgment
In the case of Mr. Nguyen Van T., who was unlawfully dismissed by V.C. Trading –
Service – Production – Transportation Co., Ltd., the proposed legal solution is to request the
court to order Mr. T.'s reinstatement based on the court’s decision. According to Article 41 of
the 2019 Labor Code, if an employee is dismissed illegally, they have the right to request to
be reinstated and to receive compensation for damages caused by the unlawful termination.
Ms. Nguyen Thi Thanh T., the company’s legal representative, failed to follow proper legal
procedures for dismissal. This includes not providing a clear explanation of the dismissal
reasons, not conducting a disciplinary hearing in coordination with the labor union, and not
giving Mr. T. the chance to defend his rights. As a result, the court can order the company to
reinstate Mr. T. and compensate him for lost income during the period of illegal dismissal.
This legal remedy not only allows Mr. T. to return to work but also sets a legal
precedent, encouraging employers to strictly comply with labor discipline regulations and
reinforcing the protection of workers’ rights in Vietnam’s labor market.
Violation of Shareholder Rights: The Case of Mrs. Truong My Lan
Proposed Legal Measure: Asset Recovery via Court-Enforced Judgment Execution
The case involving Mrs. Truong My Lan and her acts of embezzlement and
misappropriation of assets from SCB shareholders can be addressed through compulsory
asset recovery based on a court ruling. Under Article 106 of the 2015 Criminal Procedure
Code and Article 89 of the 2008 Law on Civil Judgment Enforcement, any assets obtained
through corruption must be confiscated and returned to affected individuals or entities.
The court may issue an order to seize Mrs. Lan’s assets, including cash, shares, and real

21
estate acquired through fraudulent means. She may also be required to repay the damages,
totaling up to USD 12.5 billion, which she wrongfully appropriated. This enforcement
measure not only helps restore financial justice for SCB shareholders but also sends a strong
message about the seriousness of corruption and reinforces legal protection for investors in
Vietnam’s financial system.
3.2 Proposed Methods to Achieve Legal Solutions
Contract Dispute in Vietnam’s Construction Industry
Proposed Legal Method 1: Civil Litigation at the People's Court
The primary method to resolve the contract dispute between Company A and Company
B is to initiate a civil lawsuit at the District or City People’s Court. Litigation is the most
formal legal procedure and results in a binding and enforceable court judgment. Company A
may sue Company B for breach of payment obligations under the contract. Supporting
evidence such as the signed contract, delivery records, and payment documents will be
submitted.
This approach enables Company A to protect its legal rights through a formal and high-
authority channel. If the court rules in favor of Company A, Company B will be legally
obligated to fulfill the payment and pay penalties for contract breach. This method ensures
enforceability, offers a long-term legal resolution, and officially safeguards the business's
rights.
Proposed Legal Method 2: Mediation Before Litigation
Before resorting to litigation, a practical option is to engage in mediation. Mediation is
an alternative dispute resolution method that helps the parties reach a mutually acceptable
solution without incurring high legal costs and while minimizing conflicts in long-term
partnerships. Company A and Company B may invite a neutral third-party mediator, such as
a lawyer or a recognized mediation organization, to negotiate a repayment plan.
This approach helps save legal expenses and time, preserves the long-term business
relationship, and may result in a more flexible payment agreement. If mediation is successful,
Company B will fulfill the payment obligation under the agreed terms.
Labor Dispute No. 02/2022/LĐPT
Proposed Legal Method 1: Alternative Dispute Resolution (ADR) – Arbitration
A fast and efficient way to resolve this labor dispute is to apply arbitration outside the
court. Arbitration offers a quicker and more flexible solution, especially suitable for
individual labor disputes. It avoids delays associated with court procedures, which is crucial

22
for employees who often face financial and legal disadvantages.
An arbitrator, selected from an independent labor arbitration center, will assess the
legality of Mr. Nguyen Van T.'s dismissal. If deemed unlawful, the arbitrator may require the
company to reinstate Mr. T. and compensate him for losses incurred.
This method is cost-effective, time-saving, and ensures protection of employee rights
without disrupting business operations. It is especially appropriate when the employee seeks
quick reinstatement or compensation.
Proposed Legal Method 2: Filing a Lawsuit at the Labor Court
If arbitration fails or the employer refuses to cooperate, the employee can escalate the
dispute by filing a lawsuit at the labor court. This is suitable for cases where the employee
seeks reinstatement and full compensation. Under Article 16 of the 2019 Labor Code, Mr. T.
may initiate legal proceedings at the competent court.
The court will review the dismissal process and decide its legality. If the dismissal is
ruled unlawful, the court will order the company to reinstate Mr. T. and pay damages.
This official legal method ensures enforceability of rights, enables legal compensation,
and serves as a deterrent against unlawful dismissals. Court judgments carry strong legal
weight and are immediately enforceable.
Violation of Shareholder Rights: The Case of Mrs. Truong My Lan
Proposed Legal Method 1: Filing a Civil Lawsuit at the People’s Court
This method offers strong legal enforceability, allowing shareholders or their legal
representatives to file a lawsuit at the People’s Court to declare the violations unlawful and to
claim compensation for damages. Under the 2015 Civil Code, the 2015 Civil Procedure
Code, the 2020 Enterprise Law, and the Law on Credit Institutions, shareholders may request
the court to impose measures such as asset seizure, recovery of embezzled funds, or
annulment of transactions involving conflict of interest.
In the case of Mrs. Truong My Lan, who is accused of manipulating SCB, violating
corporate governance principles, and causing massive financial losses, minority shareholders
and depositors affected may file a civil lawsuit demanding asset recovery and legal redress.
This method ensures transparency and objectivity. A final court judgment will compel
enforcement through civil judgment enforcement agencies and help prevent similar cases in
the future. It provides an opportunity for shareholders to seek specific compensation and
helps restore confidence in the financial and banking system.
Proposed Legal Method 2: Criminal Prosecution and Compulsory Judgment Enforcement

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 In cases involving serious violations with criminal elements, prosecution and compulsory
enforcement are essential to uphold legal order and ensure justice for shareholders. A more
forceful approach is to initiate criminal prosecution and request enforcement of the court’s
ruling.
SCB can request law enforcement to prosecute Mrs. Truong My Lan for embezzlement
and misappropriation under Article 278 of the 2015 Penal Code. The court may impose
criminal penalties and order her to return all unlawfully obtained assets through enforcement
procedures.
This method thoroughly protects shareholder rights, prevents future corruption, and
creates a legal precedent for addressing shareholder rights violations. It has strong deterrent
effects, promotes justice, and strengthens public and investor confidence in the legal system.
4. Analysis of Potential Impacts on Businesses due to Differences among Legislation,
Regulations, and Standards
4.1 Analysis of the differences in th Application of Regulations, and Legislation to
Businesses
In Legislation:
Legislation, including laws and sub-law documents (such as decrees and
circulars) issued by government authorities, possesses the highest legal validity and is
mandatory for all businesses to comply with. It comprehensively governs various aspects
of business activities, from corporate governance and finance to commercial transactions.
Violations of legislation may result in severe penalties such as fines, legal liabilities, or
suspension of business operations—causing financial losses, reputational damage, and
decreased competitiveness. Compliance with legislation ensures legal legitimacy and
enhances trust from partners and customers.
Industry Standards:
Standards are issued by industry associations or professional organizations
and carry lower legal authority than legislation. They are typically voluntary unless
referenced or mandated by law. Standards guide businesses in improving the quality of
their products, services, or operational processes, thereby enhancing reputation and
competitive advantage. Failure to adhere to standards may result in lost business
opportunities or diminished market trust, though it does not directly incur legal penalties
unless incorporated into legal documents.
Internal Regulations:

24
 Internal regulations include corporate charters and internal policies not
registered with the state and hold the lowest legal authority. They are only applicable
within the scope of the business itself. These rules regulate internal activities such as
human resources, workflows, or financial procedures, helping ensure operational
efficiency. However, if internal regulations conflict with the law, they must be amended
or annulled, leading to legal expenses, operational disruptions, and potential impacts on
employee morale.
Legal Hierarchy and Conflicts:
There is a descending order of legal validity from legislation (laws and sub-
laws), to industry standards, and finally internal regulations. Legislation holds the highest
legal authority and requires strict compliance. Industry standards are advisory unless
legislatively enforced, while internal regulations only apply internally. If standards or
internal regulations contradict legal
provisions, they must be revised or nullified to maintain legal consistency. Such
conflicts can trigger legal disputes, increase compliance costs, disrupt business
operations, and reduce reputation or market opportunities.
Potential Impacts on Businesses:
From a financial perspective, violating legislation may lead to substantial
penalties or compensation obligations; inappropriate internal rules can result in litigation
costs; and failure to meet standards may lead to revenue losses. Additionally, non-
compliance with laws or standards erodes partner confidence and harms brand image.
Internal regulation conflicts with the law can disrupt operations, reduce performance, and
weaken employee engagement. On the other hand, complying with legal and industry
standards enhances market advantage, while violations may diminish business prospects.
Therefore, businesses must comply with legislation, ensure industry standards are met,
and align internal regulations with the law to avoid legal risks, financial loss, reputational
damage, and to strengthen competitiveness.
5. Explore how different types of business organizations are legally formed as after:
5.1 Explain the formation of a registered company
1. The applications for registration of a company
In Vietnam, the application for company registration is applied to different
types of companies. That is, depending on the type of company, different registration
documents will be required as stipulated in the 2020 Enterprise Law. For joint-stock

25
companies in the stage of preparing the company registration dossier, the registration
dossier for joint-stock companies is regulated in Article 22 of the 2020 Enterprise Law
with documents including the Business Registration Application, Company Charter, List
of Founding Shareholders; List of Foreign Investor Shareholders, Copies of the following
documents, Legal documents of individuals for founding shareholders and foreign
investors who are individuals, legal representatives; legal documents of organizations for
institutional shareholders and documents appointing authorized representatives; legal
documents of individuals for authorized representatives of founding shareholders and
foreign investors who are organizations. For foreign institutional shareholders, a copy of
the organization's legal documents must be consularly legalized; the Investment
Registration Certificate for foreign investors according to the Investment Law.
(Thu vien Phap Luat, 2020)
According to Decision 855/QĐ-BKHĐT in 2021, after preparing all the
necessary documents for the registration dossier, the business founder or an authorized
person will register the business at the Business Registration Office under the
Department of Planning and Investment at the location of the company's headquarters.
Additionally, according to Article 26, Clause 1, Points b and c of the 2020 Enterprise
Law, company registration is also permitted via postal service or through the electronic
information network at the National Information Portal to facilitate businesses.
Regarding the time to receive the Business Registration Certificate, under Clause 5,
Article 26, businesses can receive the Business Registration Certificate within 3 to 5
working days if the application is valid (Thu Vien Phap Luat, 2023).
According to Article 32, Clause 1 of the 2020 Enterprise Law, after
receiving the Business Registration Certificate,
the joint-stock company is officially established and is obliged to publicly announce
on the National Information Portal the contents related to the company's business sectors
and professions, the list of founding shareholders, and the list of foreign investors (if any)
for the joint-stock company, and must pay fees as prescribed by law.
2. Role and the main content of a registered Article/ Charter
Main contents of a registered Article/Charter: According to Clause 1,
Article 24 of the 2020 Enterprise Law in Vietnam, the charter is registered when
establishing the enterprise and the charter can be amended and supplemented during
operation.

26
 Among them, the charter when registering a joint-stock company must
ensure contents such as: the name, address of the company's headquarters, and the name,
address of the branch or representative office if the enterprise has a representative office
or branch, followed by the business lines of the company, the full name, contact address,
and nationality of the founding shareholders. In addition, for joint-stock companies, the
charter when registering the business must include the charter capital, total number of
shares, and the par value of each type of share.
In addition, the charter when registering a business also needs to include the
management structure, which defines the company's organizational model, including the
Board of Directors, the Members' Council, and the General Meeting of Shareholders (if
any), the rights and obligations of the shareholders in the company, and the procedures
and steps for dissolution and asset liquidation in case the company is dissolved.
In addition, according to Clause 3, Article 24 of the 2020 Enterprise Law,
the company's charter when registering a joint-stock company must include the full name
and signature of the founding shareholders. If the founding shareholder is an individual,
then their full name and signature must be included. If the founding shareholder is an
organization, then the full name and signature of the legal representative or authorized
representative of that organization must be included. In addition, according to Clause 4,
Article 24 of the 2020 Enterprise Law, the amended and supplemented company charter
must include the full name and signature of the legal representative of the joint-stock
company.
Role of a registered Article/Charter:
The company charter plays an extremely important role and is considered
one of the most important documents in company management. The role of the company
charter includes:
The company's charter serves as the basis for resolving internal
disputes of the company: In the course of operations, businesses will inevitably
encounter internal disputes, because a joint-stock company is an organization formed by
multiple entities with different rights and obligations within the company. These
disputes, if only resolved according to the 2020 Enterprise Law and other related laws,
will not be sufficient and optimal. Therefore, building a company charter that aligns with
the company's culture and vision will help the company resolve conflicts effectively and
ensure stability for the management apparatus. A typical example is FPT Corporation.

27
 According to the regulations in Article 58, Section 1, Clause b of FPT
Corporation's charter, in the event of a dispute, FPT Corporation prioritizes resolution
through negotiation and mediation. Specifically, for disputes directly related to the Board
of Directors, the Chairman of the Board will preside over the request for both parties to
provide information and present the issue within 10 days, from which an appropriate
resolution will be proposed. This
mechanism not only complies with the law but also minimizes prolonged conflicts
that could affect the company's reputation, helping to make FPT's workplace stable and
healthy. In 2024, FPT ranked among the top 10 best workplaces in Vietnam, marking the
fifth consecutive time FPT has been honored in this top tier.
The company's charter helps balance the rights and obligations of the
members within the company: In addition to the role of resolving internal disputes
within the company, the company's charter also plays a role in balancing the rights and
obligations of the members in the joint-stock company. This is reflected in the content of
the company's charter, which will record the number of shares, types of shares, and par
value of each type of shares held by the founding shareholders in the joint-stock
company according to the provisions of Points c and d, Clause 2, Article 24 of the 2020
Enterprise Law. In addition, the company's charter also stipulates the obligations of the
Members within the company. All of these measures aim to ensure the interests of the
members, and consequently, each member will also have to fulfill their corresponding
obligations to the company. For example, Article 14 in the Charter of FPT Corporation
stipulates the rights and duties of shareholders in FPT Corporation.
In summary, the company's charter plays a very important role in the
company's operations. It not only defines the rights and obligations of the members
within the company but also manages relationships and relies on the charter's regulations
to operate the company in accordance with the law.
5.2 Explain the legal structure of different types of organizations, business
organizations: sole proprietorship and limited liability, Partnership, or joint stock
company/ registered company
1. Explain the legal characteristics of each type of company
In the Law on Enterprises 2020, each type of business has its own legal structure
+ Legal characteristics of a joint-stock company:
Regarding the number of owners, according to Article 111, Clause 1 of the

28
2020 Enterprise Law, the minimum number of owners, meaning shareholders, of a joint-
stock company is 3 people, and there is no maximum limit. Shareholders of the company
can be individuals or organizations.
Regarding the responsibilities of shareholders in a joint-stock company,
according to Article 111, Clause 1, Point c of the 2020 Enterprise Law, shareholders are
only responsible for the company's debts and other asset obligations within the scope of
the capital they have contributed to the company. Shareholders have the right to freely
transfer their shares to others, except in cases specified in Clause 3, Article 120 and
Clause 1, Article 127 of the 2020 Enterprise Law.
Regarding the legal status of the company, according to Article 111 of the
2020 Enterprise Law, a Joint Stock Company has legal status from the date of issuance of
the Business Registration Certificate.
+ The legal structure of the partnership company:
Regarding the number of owners of a Partnership Company, according to
Article 177 of the 2020 Enterprise Law, a partnership company must have at least 02
members who are joint owners of the company, conducting business together under a
common name (hereinafter referred to as general partners). In addition to the general
partners, the company can also have capital contributors.
Regarding the responsibilities of company members, in points b and c of
Clause 1, Article 177 of the 2020 Enterprise Law, for general partners, they must be
individuals and are liable for the company's obligations with their entire assets. For
capital contributors, they can be organizations or individuals and are only liable for the
company's debts up to the amount of capital they have committed to contribute to the
company.
Regarding legal status, a partnership company has legal status from the date
it is granted a Business Registration Certificate according to Clause 2 of Article 177 in
the 2020 Enterprise Law.
In addition, the partnership also has some unique points in its legal structure.
A partnership is a type of company that uses two types of legal liability: unlimited and
limited. Among them, general partners are liable with their entire assets, while limited
partners are only liable to the extent of their contributed capital to the company.
Additionally, according to Clause 3, Article 177 of the 2020 Enterprise Law, a
partnership company is not allowed to issue any type of securities. This is because the

29
 nature of a partnership company is personal, meaning that the partners have close
relationships, are familiar with each other, and trust one another. In contrast, common
securities such as bonds and shares, once issued to the public, can be owned by many
people who do not know each other. Therefore, allowing a partnership company to issue
securities is not appropriate.
2. Analyse the advantages and disadvantages of the formation of different
types of business organizations, to the owners and other stakeholders.
+ Advantages of a partnership:
Considered a legal entity: The Partnership Company has legal status from
the date of issuance of the Business Registration Certificate according to Clause 2,
Article 177 of the 2020 Enterprise Law. This allows the enterprise to operate
independently, sign contracts in its own name, open bank accounts, or participate in legal
disputes. And it also facilitates the owners and related parties. For the owners, the
company's legal entity status helps protect personal interests, preventing private assets
from being directly tied to the daily legal activities of the business.
As for the stakeholders, especially the banks. For banks, determining the
legal status of a business helps them clearly identify the responsible party in transactions,
thereby creating peace of mind and trust when signing contracts, cooperating, or lending.
In addition, according to Clause 2, Article 4 of Circular 32/2016/TT-NHNN, only
enterprises with legal status are allowed to open payment accounts at banks.
Has a high level of credibility: The general partners of the company are
liable for unlimited personal assets according to Article 177, the 2020 Enterprise Law.
This helps the partnership easily build trust in transactions with stakeholders. For
customers, unlimited liability creates a great deal of trust, as they know that the company
cannot evade financial obligations, and when risks occur, the partners will have to take
full responsibility with all their assets. This also partly drives the company to provide the
best quality service to avoid financial risks. A typical example is large law firms like
Baker McKenzie operating as partnerships, aiming to ensure transparency, personal
commitment, and high responsibility in their professional services for clients.
As for banks and credit institutions, partnerships will find it easier to access
bank loans and debt extensions due to the strong commitment from the assets of the
partners.
+ Disadvantages of a Partnership:

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 Unlimited liability: This is not only a factor that helps the partnership
ensure credibility in transactions but also a drawback of the partnership. According to
point b, Clause 1, Article 177 of the 2020 Enterprise Law, general partners will be fully
liable with all their assets for the company's obligations. For the owners, this could be a
very significant risk if the company incurs losses or faces financial difficulties; at that
point, the assets of the owners of the partnership company could be used to pay off debts.
Additionally, according to point D, clause 2, Article 181 of the 2020 Enterprise Law,
other general partners will also be jointly liable, meaning they will share the
responsibility for paying the company's debts if the company's assets are insufficient.
This creates a significant risk for the owners when the partnership company encounters
financial issues. This very drawback has diminished the appeal of the partnership form of
company.
Difficulty in raising external capital: According to Clause 3, Article 177, a
partnership company is not allowed to issue any type of securities. For the owners, this
can create difficulties for the company in expanding its business scale, as the company
cannot raise capital from external investors through the issuance of stocks or bonds but
can only raise capital through the members within the company or from bank loans.
(Thu Vien Phap Luat, 2020).
The Electronic Journal of Vietnamese Lawyers points out that compared to
international practices, such as Singapore (Limited Liability Partnerships Act 1994), the
United States, and Japan, Vietnam restricts partners to individuals only, not allowing
legal entities to participate, which reduces its attractiveness. In 2017, only 0.03% of
newly registered businesses were partnerships, indicating that this type is not popular (Le
Minh Hoang, 2021).
+ Advantages of joint stock companies:
Shareholders have limited liability: Unlike a partnership, according to
Article 111 of the 2020 Enterprise Law, shareholders of a joint-stock company are only
liable within the scope of their capital contribution to the company. This is what has
created a great attraction for investors and stakeholders. For the owners, this helps the
company easily attract investment and encourages many people to contribute capital and
expand the business. As for the stakeholders, especially the investors and shareholders,
this helps them feel secure when investing because if the company operates successfully,
they will also profit, and if the company encounters difficulties or goes bankrupt, they

31
 will not lose any additional personal assets.
High capital mobilization capability: The special feature of a joint-stock
company is that it is allowed to issue securities in accordance with Clause 3, Article 111
of the 2020 Enterprise Law. This allows joint-stock companies to easily raise funds from
investors by issuing various types of securities in the market. In addition to being able to
issue securities, the lack of a limit on the number of shareholders at point c, Clause 1,
Article 111 of the 2020 Enterprise Law also facilitates joint-stock companies in raising
capital because the company can call for funds from a large number of investors both
domestically and internationally without being restricted by the number of participating
shareholders. This helps joint-stock companies be more flexible in their financial
strategies and expand their business operations.
(Thu Vien Phap Luat, 2020).
+ Disadvantages of joint stock companies:
Complex management: The lack of a limit on the number of shareholders
in a joint-stock company can lead to an excessively large and unmanageable number of
shareholders. Moreover, each shareholder in the company has different rights, so the
management of the company requires a more complex and professional structure than
other types of companies, including the General Meeting of Shareholders, the Board of
Directors, the Supervisory Board, and the Executive Board. For the owners, decision-
making will become more difficult when there are too many shareholders with different
interests. The consequence is that decision-making becomes more difficult and takes
longer to reach a consensus. Even the company could fall into a state of division into
opposing shareholder groups.
High management costs: Unlike other types of businesses, joint-stock
companies, especially those that are publicly listed, are required to disclose a lot of
important information, including periodic financial reports, development strategies,
dividends, or major transactions. This is to ensure the rights and transparency with
shareholders, but at the same time, it also reduces the ability to protect business and
financial information. Competitors can use this information to develop strategies and
exert pressure in the market. This is a significant disadvantage compared to private
enterprises and limited liability companies in the market.
6. Explain how business organizations are managed and financed as follows
6.1 Capital mobilization methods

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 Enterprises need to increase capital to maintain operations, expand scale or
implement new projects. Two common forms of capital mobilization include:
Share capital: Mobilizing capital by offering shares to investors.
Loan capital: Mobilizing capital through borrowing from banks, financial
institutions or issuing bonds to the market.
6.1.1 Definition and mechanism of share capital
Definition: According to the Law on Enterprises of Vietnam 2020 (Law No.
59/2020/QH14) - regulations on joint stock companies and share capital. Share capital is
the capital that a company mobilizes from shareholders through the issuance of shares. In
the legal system of each country, regulations on share capital will be included in different
legal documents, usually according to the law on enterprises or company law.
Mechanism:
According to Article 111, Law on Enterprises 2020. Joint stock companies
have the right to issue shares, bonds and other types of securities of the company.
According to Article 112, Clause 3, Law on Enterprises 2020. Shares
allowed to be offered for sale of a joint stock company are the total number of shares of
all types that the General Meeting of Shareholders decides to offer for sale to raise
capital. The number of shares that a joint stock company is allowed to offer when
registering to establish a business is the total number of shares of all types that the
company will offer to raise capital, including shares registered for purchase and shares
not registered for purchase.
According to Article 114 of the Enterprise Law 2020.
“Clause 1 A joint stock company must have common shares. Owners of common
shares are common shareholders.” “Clause 2 In addition to common shares, a joint stock
company may have preferred shares. Owners of preferred shares are called preferred
shareholders.”
Techcoop used share capital (28 million USD) in the Series A capital call,
demonstrated by the fact that investors
bought shares and became shareholders. This is completely different from the $42
million in debt. Raising equity capital is consistent with Techcoop's joint stock company
model.
6.1.2 Advantages and Disadvantages of Share capital
Advantages

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 According to Article 111, Clause 1, Shareholders are only responsible for
the debts and other property obligations of the enterprise within the scope of the capital
contributed to the enterprise. This encourages business investment because risks are
controlled.
According to Article 111, Clause 1, Shareholders have the right to freely
transfer their shares to others. This provision brings three main benefits: increasing
liquidity to help shareholders easily transfer assets, attracting investment thanks to the
ability to divest flexibly, and ensuring market fairness through a transparent mechanism
in share transactions.
Disadvantages
According to Article 120, Clause 1, a newly established joint stock company
must have at least 03 founding shareholders. A joint stock company converted from a
state-owned enterprise or a limited liability company or divided, separated, merged or
consolidated from another joint stock company does not necessarily have to have
founding shareholders; in this case, the company's charter in the business registration
dossier must have the signature of the legal representative or ordinary shareholders of
that company.
According to Article 120, Clause 3, Within 03 years from the date the
company is granted the Certificate of Business Registration, the ordinary shares of the
founding shareholders may be freely transferred to other founding shareholders and may
only be transferred to persons who are not founding shareholders with the approval of the
General Meeting of Shareholders. In this case, the founding shareholders intending to
transfer the ordinary shares shall not have the right to vote on the transfer of such shares.
6.2 Business organization management
Managing a business organization involves many stakeholders, each with
their own responsibilities such as: Shareholders, Directors, Company Secretary or
Auditors.
a) The Role of Shareholders
According to Articles 111 and 138 of the Law on Enterprises No.
59/2020/QH14, shareholders in a joint-stock company play a pivotal role in controlling
and directing the company’s operations. Shareholders have the right to attend and vote at
the General Meeting of Shareholders—the highest decision-making body—
demonstrating their authority over strategic matters such as amending the charter,

34
 increasing capital, or dissolving the company (Article 111). Additionally, the law affirms
the shareholders’ right to freely transfer shares, allowing them to manage investment
risks and influence the company’s ownership structure. Notably, the law also stipulates
that a shareholder or group of shareholders owning at least 10% of the charter capital has
the right to convene an extraordinary General Meeting of Shareholders, serving as a
"special supervisory mechanism" to prevent abuse of power by the Board of Directors
(Article 138). These provisions show that shareholders are not merely investors but
active governance actors who help balance power between the leadership and the
collective interests of shareholders, ensuring
transparent and efficient corporate operations.
Example: In March 2023, Urban GAS Development Investment Joint Stock
Company (stock code: PCG) held an extraordinary general meeting of shareholders at the
request of a major shareholder. This meeting was convened to discuss the personnel
restructuring of the Board of Directors and other important issues related to the
company's operations.
b) Duties of a Director
According to Article 165, Clause 1 of the Law on Enterprises 2020,
members of the Board of Directors, Directors/General Directors and managers must
perform the following important responsibilities: Exercise assigned rights and obligations
honestly, carefully and to the best of their ability to ensure the maximum legitimate
interests of the company; Maintain loyalty to the interests of the company and
shareholders, not abuse their positions, titles or use information, secrets, business
opportunities or assets of the company for personal or other organizational interests;
Timely, fully and accurately notify the company of the contents as prescribed; and
Comply with the provisions of law, the Company Charter and resolutions of the General
Meeting of Shareholders. These provisions aim to establish a clear legal framework on
the responsibilities of managers, ensuring the transparent and effective operation of the
enterprise.
Example, in 2022, Trinh Van Quyet, founder and chairman of FLC Group, a
conglomerate with interests in real estate, aviation (Bamboo Airways), and other sectors,
was arrested for stock market manipulation and fraudulent appropriation of assets.
Investigations revealed that Quyet had orchestrated schemes to inflate stock prices and
deceive investors, resulting in significant financial losses. In August 2024, after a two-

35
 week trial involving 49 defendants, the Hanoi People's Court sentenced Quyet to 21 years
in prison for defrauding investors of approximately $144 million (Thu vien Phap luat,
2020)
7. Comparing and Contrasting Different Legal Advisory and Dispute Resolution
Methods to Recommend Suitable Legal Solutions
Disputes between parties are inevitable in business. Implementing effective
dispute resolution methods helps companies minimize costs, save time, and preserve
business relationships. In practice, Arbitration and Mediation are two commonly used
methods to resolve commercial conflicts.
Criteria Arbitration Mediation
Resolution Speed Faster than court proceedings, but
Generally quicker since it does not
may take longer for require strict procedural
complex cases. compliance.

Procedural Process Clear process with specific steps

Flexible process, not bound by
defined by regulations. fixed procedures.

Higher costs due to arbitration fees

Lower costs as there are no
and legal expenses. arbitration fees.

Reputation Impact Legally decisions may affect the

Helps protect the company’s image
company's binding when parties reach an
reputation. agreement.

Relationship Between Parties May damage relationships as one

Helps maintain relationships as
party must comply with the parties collaborate to find a
ruling. solution.

Confidentiality More confidential than court Better confidentiality as no public

proceedings, but there is ruling is issued.
still a risk of information
leaks.

36
Decision Enforceability Legally binding decision with Dependent on the goodwill and
limited appeal options. mutual agreement of the
parties.

The choice between arbitration and mediation depends on the nature of the
dispute and the long-term goals of the business. Arbitration is a suitable solution for
complex disputes with clear legal aspects or significant financial interests, as it provides
a legally binding decision and better confidentiality compared to court proceedings. It is
also the preferred option when one party is unwilling to compromise. However,
businesses must consider the higher costs associated with arbitration, including arbitrator
fees and legal expenses.
On the other hand, mediation is ideal for businesses that prioritize
maintaining collaborative relationships and seek a more flexible resolution process.
When both parties are willing to negotiate, mediation helps save costs, time, and preserve
the company's reputation. Additionally, mediation ensures a high level of confidentiality
since there is no public ruling. However, mediation lacks legal enforceability, and if one
party is uncooperative, the process may not yield the desired outcome.
Many businesses adopt a hybrid approach, combining both methods for
maximum effectiveness. Starting with mediation can help de-escalate tensions and reduce
costs if a voluntary agreement is reached. If mediation fails, the parties can then proceed
to arbitration to secure a legally binding decision. This combined approach balances
efficiency, cost, and confidentiality while maintaining sustainable business relationships.
In summary, mediation is more suitable for simple disputes where
preserving business relationships is a priority, while arbitration is the better choice for
complex cases requiring enforceable rulings. A flexible combination of both methods
allows businesses to optimize costs, time, and confidentiality while ensuring a strategic
and effective dispute resolution process.
CONCLUSION
In summary, the author and the team used specific examples to illustrate
how corporate law, labor law, and contract law can affect businesses and proposed legal
solutions to resolve a range of disputes, using examples to demonstrate how one party
can receive legal advice and support. Explore how different types of business
organizations are legally established. Explain how business organizations are
managed and funded. Finally, the group compared and contrasted various sources of
37
 legal advice and dispute resolution support to make appropriate recommendations for
legal solutions, such as arbitration and courts, negotiation, and mediation.
REFERENCES
Thu vien Phap luat (2022). Judgment on a dispute regarding disciplinary action through dismissal.
Available at: https://thuvienphapluat.vn/banan/ban-an/ban-an-ve-tranh-chap-xu-ly-ky-luat-
bang-hinh-thuc-sa-thai-so- 022022ldpt-296434 (Accessed: 4 April 2025).
Government of Vietnam (2015). Decree No. 05/2015/ND-CP guiding the implementation of the
Labor Code on labor contracts, wages, and other payments. [online] Available at:
https://thuvienphapluat.vn/ [Accessed 4 Apr. 2025].
Tuoi Tre (2024). Death sentence for Trương Mỹ Lan in a fraud case involving over 304,000 billion
VND. [online] Available at: https://tuoitre.vn/tuyen-an-tu-hinh-ba-truong-my-lan-trong-vu-
an-lua-dao-hon-304000-ti-dong- 20240411101144183.htm [Accessed 4 Apr. 2025].
VnExpress (2024). Truong My Lan sentenced to death. [online] Available at:
https://vnexpress.net/ba-truong-my- lan-linh-an-tu-hinh-4715087.html [Accessed 4 Apr.
2025]
Thu vien Phap Luat. (2020). Luat Doanh Nghiep So 59/2020/QH14,
thuvienphapluat.vn. Available at:
https://thuvienphapluat.vn/van-ban/doanh-nghiep/Luat-Doanh-nghiep-so-59-2020-QH14-
427301.aspx thuvienphapluat. (2024). Thong tu 32/2016/TT-NHN sua doi 23/2014/TT-
NHNN mo su dung tai khoan thanh toan to chuc thanh toan, THU VIEN PHAP
LUAT. Available at: https://thuvienphapluat.vn/van-ban/Tien-te-Ngan- hang/Thong-tu-
32-2016-TT-NHNN-sua-doi-23-2014-TT-NHNN-mo-su-dung-tai-khoan-thanh-toan-to-
chuc- thanh-toan-326279.aspx
Le Minh Hoang (2021) Binh luan cac quy đinh ve cong ty hop danh trong Luat
Doanh nghiep nam 2020, Luat su Viet Nam. lsvn.vn. Available at: https://lsvn.vn/binh-
luan-cac-quy-dinh-ve-cong-ty-hop-danh-trong-luat-doanh- nghiep-nam-
20201632327822-a109428.html
National Assembly of the Socialist Republic of Vietnam (2020) Law on Enterprises
No. 59/2020/QH14. [Online] Available at: https://thuvienphapluat.vn/van-ban/Doanh-
nghiep/Luat-Doanh-nghiep-so-59-2020-QH14- 427301.aspx [Accessed April 5, 2025].
The Diplomat (2024) Vietnamese Billionaire Tycoon Found Guilty of Defrauding
Stockholders. [Online] Available at: https://thediplomat.com/2024/08/vietnamese-
billionaire-tycoon-found-guilty-of-defrauding- stockholders/?utm_source=chatgpt.com

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 [Accessed April 5, 2025].
Vietnam Securities Depository (2023) Urban Gas Development Investment Joint
Stock Company – Extraordinary General Meeting of Shareholders. [Online] Available at:
https://www.vsd.vn/vi/ad1/156988?utm_source=chatgpt.com [Accessed April 5, 2025].
TechNode Global (2025) Vietnam’s TechCoop secures $70M Series A with equity
and debt funding. [Online] Available at: https://technode.global/2025/02/27/vietnams-
techcoop-secures-70m-series-a-with-equity-and-debt- funding/?utm_source=chatgpt.com
[Accessed April 5, 2025].

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INDIVIDUAL REFLECTIVE LOG FOR GROUP PROJECT TEMPLATE
Name: Tran Thi Ngoc Linh
Student ID: BC00322
Group Name: 1
Unit: BUSINESS LAW- 736
Assignment Title: Assignment Final Report
Date: April 6, 2025
Section 1: Task Completed in the Presentation
1. Topics Responsible for Researching
My main responsibility is primarily related to the P6 and M2 sections. To ensure
comprehensive coverage of content, coherence, and high quality of the project, my team
is mainly responsible for the presentation content for sections P4 and M3.
2. Slides/Speaker Notes Creation
I directly designed and wrote the content for slides related to P4 and M3.
3. Preparation for Delivery
To achieve the best results, I have also spent time reading and discussing with
team members by organizing in- person workshops or via Google Meet to discuss and
reach consensus on how to convey content and present it.
4. Summary of Group Work Experience
The members work together to achieve the goals P3-P4-P5, M2-M3-M4. However,
they have not yet completed point D.
5. Self-Evaluation
I feel that there are still many shortcomings in the group assignment. But my friends
and I always receive support from our teachers.
Section 2: Task Completed in the Group Report
1. Research Contribution
I personally have completed P6 and M2.
2. Steps for Report Compilation
My group assigned P3, P4, P5, P6 to 4 members and together supported to complete
part M, my role was to support the members to complete their content.
3. Group Collaboration
The group completed the task very well together, the task was fair and reasonable,
solving the group problems was sometimes difficult and fortunately had the support of

40
 the teacher.
4. Self-Evaluation
My performance was only at a decent level, with reasonable assignments from
the team leader and enthusiastic support. I will learn from this experience and do better
in the next assignment.
Section 3: Overall Reflection

1. Key Learning Outcomes

Thanks to the exercises, I gained a lot of understanding, and the diligence in
collaborating and working as a team has improved my ability to work together with
others.
2. Improvements for Future Projects
Based on personal strengths, propose jobs that can be completed in the best way.

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