ASSIGNMENT FINAL REPORT

Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and title Unit 7: Business Law

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 ASSIGNMENT FINAL REPORT
Qualification Pearson BTEC Level 5 Higher National Diploma in Business

Unit number and

Unit 7: Business Law
title

Submission date Date Received 1st submission

Date Received 2nd

Re-submission Date 17/04/2025
submission

Student names & codes Final scores Signatures

NGUYEN VAN TUAN BH01902 QUYNH

PHAM NGO KHANH VAN BH02111 TRINH

Group number:
NGUYEN THI KHANH LY BH01444 LY

VU THI VIET TRINH BH02019 TRINH

DO NHU QUYNH BH02046 QUYNH

Class MA07202 Assessor name NGUYEN THU HIEN

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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.
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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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Table of Contents
I. Introduction................................................................................................................................................8
II. Body...........................................................................................................................................................8
2.1 Definition of law..................................................................................................................................8
2.2 Purpose of law......................................................................................................................................8
2.3 Distinguish between law and other rules in society..........................................................................8
2.4 Compare common law and statutory law.......................................................................................10
2.5 Sources of law in the UK...................................................................................................................10
2.5.1 Common Law..............................................................................................................................10
2.5.2 Statute Law.................................................................................................................................11
2.5.3 EU Law........................................................................................................................................11
2.6 Sources of law in Vietnam................................................................................................................11
2.6.1 System of legal documents in Vietnam.....................................................................................11
2.6.2 Precedent.....................................................................................................................................14
2.6.3 Custom.........................................................................................................................................14
III. The role of Government and Parliament/National Assembly..........................................................15
3.1 The role of Government and Parliament in the UK......................................................................15
3.1.1 The Role of Government............................................................................................................15
3.1.2 The Role of Parliament in the UK............................................................................................15
3.2 The role of Government and National Assembly in Vietnam.......................................................15
3.2.2 The role of the National Assembly in Vietnam........................................................................16
3.3 Comparison of legal documents and sub-legal documents............................................................16
3.3.1 Legal documents.........................................................................................................................16
3.3.2 Sub-law documents....................................................................................................................16
3.5 Legal Process Flowchart in England...............................................................................................18
3.6 Example of a lawsuit.........................................................................................................................19
Part B.............................................................................................................................................................21
I. Lawsuits involving contract law........................................................................................................21
1.1 Facts................................................................................................................................................21
1.2 Legal isuses.....................................................................................................................................21
1.3 Decisions.........................................................................................................................................22
2. Labor Law Litigation............................................................................................................................22
 2.1 Facts................................................................................................................................................22
2.2 Legal Issues.....................................................................................................................................23
2.3 Decisions (Court's Decision)...........................................................................................................23
3. Corporate Law Litigation......................................................................................................................24
3.1 Facts................................................................................................................................................24
3.2 Legal isuses.....................................................................................................................................24
3.3 Decisions.........................................................................................................................................25
II. Analyze and propose dispute resolution options..................................................................................26
1. Personal views on the verdict of the case..........................................................................................26
2. Proposing alternative dispute resolution (ADR) options..................................................................27
3. Optimal solution................................................................................................................................28
III. Distinguish and analyze the legal compliance of the enterprise charter.............................................29
3.1 Distinguish between Charter, Norms and Standards.......................................................................29
3.2 Analyze a company's charter and regulations and demonstrate compliance with Vietnamese law33
IV. Legal structure of business types........................................................................................................34
4.1 Business establishment process.......................................................................................................34
4.2 Characteristics of business types.....................................................................................................37
V. How businesses raise capital and manage it.........................................................................................44
5.1 Create capital...................................................................................................................................44
a. Share..................................................................................................................................................44
b. Bonds.................................................................................................................................................45
5.2 Manage............................................................................................................................................46
VI. Compare alternative dispute resolution options..................................................................................51
6.1. Negotiation Alternatives................................................................................................................51
6.2. Mediation.......................................................................................................................................52
6.3. Conciliation....................................................................................................................................54
6.4 Arbitration.......................................................................................................................................57
6.5 Tribuna............................................................................................................................................58
6.6 Ombudsman....................................................................................................................................58
6.7 League.............................................................................................................................................59
6.8. Citizen Advice................................................................................................................................59
Conclusion.....................................................................................................................................................60
References.....................................................................................................................................................60
I. Introduction
This report aims to analyse the fundamental elements of the legal system, with a focus on the sources of
law and their essential role in maintaining order and justice in society. The report will clarify the
distinction between law and other regulations in social life, and analyse the differences between common
law and statutory law. In addition, the report will assess the effectiveness of the legal system through
recent reforms and developments. Although the report mainly focuses on specialized law in Vietnam, there
will be comparisons and contrasts with the legal system of England, where common law plays a prominent
role. The aim is to clarify the role of the government and parliament in promulgating and enforcing legal
regulations in the courts. Finally, the report will provide critical comments and propose solutions to
improve the limitations of specialized law in both Vietnam and England.
II. Body
2.1 Definition of law
Law is a system of regulations and standards issued by the State, which are mandatory and applicable to
all individuals and organizations in society. The content of the law reflects the interests and goals of the
ruling class, and at the same time expresses the nature and method of governance of the State
(Luatnamson, n.d.).
In Vietnam, law is a type of legal document issued by the National Assembly, with the highest legal effect,
second only to the Constitution. Law regulates fundamental issues in the fields of economy, society,
national defense, security, finance, currency, budget, tax, ethnicity, religion, culture, education, health,
science, technology, environment, foreign affairs, organization and operation of the state, working regime,
cadres, civil servants, rights and obligations of citizens (Truong, 2023).
2.2 Purpose of law
Law plays an important role in maintaining and developing society. First, the law ensures social order by
establishing rules and standards of conduct that people must follow, thereby maintaining stability in
society. Second, the law protects the legitimate rights and interests of citizens, protects human rights,
property rights and other legitimate rights, and prevents violations. In addition, the law is also the basis for
building and protecting a rule of law state, ensuring fairness and transparency in state management. The
law also regulates social relations, from economic and labor relations to family and civil relations, in order
to maintain balance and stability. Finally, the law stipulates measures to prevent and handle crimes, protect
national security and social order and safety. The purpose of law is not only to protect rights and
obligations but also to build a fair, democratic and civilized society (xaydungso, 2025).
2.3 Distinguish between law and other rules in society
About the origin of formation:
Laws carry the power of the state, because laws are directly issued by the state (for example, regulations
on the organization of the state apparatus) or recognized by the state (such as customs, practices, ethical
standards, etc.). Therefore, laws always express the will and rights of the state. Law enforcement is
ensured through many measures such as propaganda, dissemination, education, encouragement, rewards,
organization of implementation, and the use of state incentives when necessary.
On the contrary, other social areas can be spontaneously formed in the community (such as ethics,
customs, village rules, etc.) or prohibited by non-state organizations (for example, trade union regulations,
religious laws, etc.), so they only reflect the will of the community or that organization, and are not
mandatory to be regulated by the state. These rules are implemented based on habits, conscience, personal
beliefs, public opinion or internal discipline of the organization.
Law is a system of rules for regulating human behavior, determining what can be done, must be done and
must not be done. With its mandatory nature and general application to the whole society, the law is a tool
to express and protect the will of the ruling class. When there is an act of opposition, the state can use
coercive power to force. With clear scope and limits, the law requires the actions of the subject within the
permitted legal framework.
Meanwhile, other rules of conduct are often configured into practices or organized to regulate behavior
within the internal scope. We are not compulsory and are only implemented on a voluntary basis. Because
they are not issued by the state, the implementation of these rules is not guaranteed by state power but
mainly relies on individual awareness and educational measures of the organization (Trang, 2023).
Regarding systematicity:
Law is normative, has mandatory effect and is applied universally throughout society. It not only reflects
the will and power of the State but is also a tool to regulate the behavior of all individuals and
organizations. With a wide scope of regulation, the law covers most areas of life and is regularly and
continuously enforced throughout the entire national territory. All citizens, regardless of status or
circumstances, must comply with the law as a mandatory obligation in social life.
In contrast, other rules of conduct such as ethics, customs or internal regulations of each organization are
not legally mandatory. They are built to regulate behavior within a narrow scope, often limited to a
community, a group of people or a specific organization. Compliance with these rules is mainly based on
individual consciousness, social consensus and the influence of cultural norms or traditional ethics,
without the guarantee of implementation by state power (Trang, 2023).
Regarding the form of expression and method of impact:
Laws are specifically stipulated in legal documents, with a clear and strict presentation according to the
state's model. Law enforcement is guaranteed by the coercive power of the state, to force subjects in
society to comply. In contrast, other rules of conduct often exist in the form of oral tradition or are
expressed through informal speech. These rules mainly influence human behavior through measures such
as education, advice and through setting examples, rather than using coercive tools (Trang, 2023)
2.4 Compare common law and statutory law

Content Common Law Statutory law

Main source of Case law. Laws.

law
Law is developed through consulting Law is established through detailed and
decisions in service projects. specific provisions. Typical
representatives: France, Germany.
Commonly found in countries such as the
(thuvienphatluat , 2024)
UK and the US (thuvienphatluat , 2024)

Law-making Legislative body: Parliament/National Legislative body: Parliament/National

agency Assembly. Assembly.

- The court passed the sentence. - Courts rarely play a legislative role in
(thuvienphatluat , 2024) creating precedent. (thuvienphatluat ,
2024)

Procedure Under the trial system, the court acts as a In the inquisitorial form of litigation, the
legal basis for providing basic jury performs only the function of
information. The judge oversees the applying the law. The judge and the
process, while the jury makes the examiner play the main role in collecting
decision of guilt or innocence. and presenting evidence to determine
(thuvienphatluat , 2024) guilt. The jury, if any, will render a final
verdict on whether the accused is guilty or
not.

. (thuvienphatluat , 2024)

2.5 Sources of law in the UK

2.5.1 Common Law
Common law is important, widely used in English-speaking countries on the principle of Stare decisis,
meaning that Common law is the main source of law, widely applied, especially in English-speaking
countries. It is based on the principle of Stare that decisions of the same case are considered binding. The
judgment decided that this will be recorded and applied in future cases. In the English legal system,
decisions of the higher courts have authority over lower courts and even finality, meaning that decisions
made in previous projects are considered binding. The judge decided that this will be compiled and
published for uniform application in following works. In the English legal system, decisions of the higher
courts have authority over lower courts and even arguments of the same court in later final judgments.
Judges often guide the goals of maintaining consistency with previous decisions by Judges, as legal
principles act as precedents, providing guidance in resolving similar cases and supplementing statutory
law.(Investopedia, 2024)
2.5.2 Statute Law
A statute law is a written law produced by Parliament which originates from decisions made in other
courts and the country’s written constitution. It is the highest type of law which passes Acts onto the
Houses of Parliament where they debate whether the Act should exist or not (lawteacher, 2021)
2.5.3 EU Law
Strictly speaking, EU law comprises the founding Treaties (primary law) and the legal acts adopted by the
European institutions that enable the EU to exercise its powers (secondary law: regulations, directives,
decisions, recommendations and opinions).
In a broader sense, EU law comprises all the rules of the EU legal order, including the Charter of
Fundamental Rights (adopted from the Lisbon Treaty) and the general principles established by the Court
of Justice of the European Union.
Consensuses with states outside the EU or with international organisations are also an integral part of EU
law. This consensual separation of primary and secondary law creates a category of sui generis. According
to some judgments of the Court of Justice of the European Union, they can have direct effect and their
legal effect is higher than that of secondary law, which must be contributed to them (UR-Lex, 2021)
2.6 Sources of law in Vietnam
2.6.1 System of legal documents in Vietnam
Legal documents are documents issued by competent state agencies according to the order, procedures and
forms prescribed by law. These documents contain general rules of handling, which are applied many
times in implementation to regulate social relationships. This is a source of law that directly expresses the
will of the State and plays a central role in the Vietnamese legal system.
Legal documents are often divided into two main groups: legal documents (such as the Constitution,
codes, laws) and sub-law documents (such as decrees, decisions, circulars, etc.). Each country may have
the most different definitions of how to name, the order of prohibition of actions and the effect of these
documents. However, in general, documents are arranged according to the second-level effective law, in
which the Constitution is the basic law, with the highest legal effect. All other legal documents must be
consistent with the Constitution; if contrary to the law, they will be abolished according to regulations.
Legal documents have many advantages: accuracy, transparency, ease of dissemination, consistency and
synchronization throughout the legal system. Thanks to that, we have become an effective tool for
managing the legal society. However, there are also some limitations, such as the high simplicity of
application in specific issues that sometimes encounter difficulties, or there are provisions that become
outdated and no longer suitable for practice.
In the Vietnamese legal system, the main source of law is legal documents issued by competent state
agencies according to clear legal procedures and with hierarchical legal effect. Specifically, the
Constitution is the document with the highest effect, followed by laws issued by the National Assembly,
then documents of the President, the Government, the Prime Minister and subordinate agencies such as
ministries, branches and local authorities. All must be supplemented with the spiritual fat of the
Constitution and basic legal principles (Duong, 2024).
Types of legal documents in Vietnam
Constitution:
The current Constitution was adopted by the 13th National Assembly in 2013. The 2013 Constitution is
the fundamental legal document with the highest legal authority, which can institutionalize the basic
viewpoints of the Communist Party of Vietnam on economic and political innovation, socialist goals,
democratic socialism and the right to self-determination of citizens. The Constitution clearly states that
state power belongs to the people. The State is of the people, by the people and for the people. The State
ensures and constantly promotes the people's right to mastery in all fields, implementing a policy of
equality, solidarity and support among ethnic groups. The people exercise state power through the
National Assembly and People's Councils. These bodies are elected by the people, representing the will
and aspirations of the people. The Constitution stipulates that all citizens (male and female) have equal
rights in all political, economic, cultural, social and family aspects, the right to freedom of belief and
religion, the right to follow or not to follow any religion, the right to freedom of movement and residence
within the country, the right to go abroad and return to the country according to the provisions of law, etc.
(vietnamembassy, 2025)
Code and Law
Codes and Laws have similar functions and prohibit actions by the National Assembly. The main
difference between Codes and Laws is that the scope of regulation of Codes is usually broader.
Accordingly, Codes include sets of legal standards regulating social relations in one or more different
areas, such as the Civil Code, Maritime Code, Labor Code, etc.
The promulgation of laws/Laws must go through a strict process (regulated in the Law on promulgation of
legal documents); normally, this process includes the development of a law-making program; drafting
laws; appraisal of draft laws; consultation with the people; discussion, acceptance, revision, and adoption
of the law program; promulgation of laws (letranlaw, 2022)
Resolution:
A resolution is a form of document expressing decisions on important issues, made after discussion and
approved by a majority vote at a meeting. A resolution reflects the official viewpoint or will of an agency
or organization on a specific issue. According to the Constitution, a resolution is a type of legal document
issued by agencies such as the National Assembly, the National Assembly Standing Committee, the
Government, the Supreme People's Court Council of Judges, and People's Councils at all levels (Hiep,
2024).
Order:
An order is a legal document issued by the President. The President of the Socialist Republic of Vietnam
issues the General Mobilization Order, an order to announce laws and resolutions of the National
Assembly, and ordinances and resolutions of the National Assembly Standing Committee (Hiep, 2024).
Decision:
Decisions are a type of legal document made by competent agencies and individuals in the state apparatus
in an effort to perform administrative management functions. Decisions can include both normative legal
documents and legal application documents, used to define laws serving the development of Party and
State policies. In practice, decisions are often individual documents, issued to resolve specific tasks arising
in the process of state administration and management. According to current regulations, the competent
agencies to issue decisions include: the President, the Prime Minister, District People's Committees at all
levels and the State Auditor General (Hiep, 2024).
Decree:
The Government of Vietnam issues decrees to stipulate:
Detailed provisions and points assigned in laws, resolutions of the National Assembly, ordinances,
resolutions of the National Assembly Standing Committee, orders and decisions of the President; -
Specific solutions to organize the Constitution, laws, resolutions of the National Assembly, ordinances,
resolutions of the National Assembly Standing Committee, orders and decisions of the President; laws to
implement socio-economic policies, national defense, security, finance, currency, budget, tax, ethnicity,
religion, culture, education, health, science, technology education, environment, foreign affairs, public
service policies, cadres, civil servants, rights and obligations of citizens and other issues under the
management and administration authority of the Government of Vietnam; issues related to the tasks and
powers of two or more ministries and ministerial-level agencies; - Necessary issues under the authority of
the National Assembly and the National Assembly Standing Committee but not yet qualified to be
developed into laws and ordinances to meet the requirements of state management, economic
management, and social management. Before promulgating these decrees, the consensus of the National
Assembly Standing Committee must be obtained (lawnet, 2024)
Circular:
Circulars are documents explaining and guiding the implementation of documents issued by the State
prohibiting actions within the scope of management of a specific entity. Circulars are issued by ministries
or state agencies equivalent to ministries, usually signed by the Minister or Chairman. In addition,
Circulars can also be implemented by many related ministries and specialized agencies to issue joint
actions to apply within the relevant scope of these agencies (lawnet, 2024)
2.6.2 Precedent
Precedents have been officially recognized as a source of law in Vietnam’s legal system in general and in
its criminal law in particular. It is obvious that within the Vietnamese legal system, there are legal bases
for precedents in the civil and administrative laws. In the criminal law, the recognition and application of
case law are currently based on the 2024 Law on Organization of People’s Courts and the Supreme People
Court’s Resolution 04/2019/NQ-HDTP (Resolution 04). However, from a theoretical perspective, the
Vietnamese legal system needs to be added with provisions on recognition and application of criminal
precedents. This article focuses on analyzing the current legal basis for the recognition of precedents in the
criminal law in Vietnam. It also summarizes achievements in the development of criminal precedents in
Vietnam over the recent years. In order for criminal precedents to affirm their role in the sources of
Vietnam’s criminal law, the author would make suggestions for further development of precedents in
Vietnam’s criminal law in the future (vietnamlawmagazine, 2025)
2.6.3 Custom
According to Article 5 of the 2015 Civil Code, customary practices are defined as clear rules of conduct,
defining the rights and obligations of individuals and legal entities in civil relations, which have been
formed over a long period of time and are widely recognized by the community. Legal practices are
customs that have been recognized by the state, have legal value and are applied to resolve civil issues. It
is not only a temporary method when there is a lack of law, but also added to legal circles that cannot be
fully regulated.
In Vietnam, legal practices have been recognized as an official source of law since the first Civil Code was
enacted in 1995. Legal practices can be directly cited in legal documents, such as in the civil or family
fields. In addition, in matters where there are no clearly defined rules, customary practices can be applied
freely because they do not violate the basic principles of law or prohibitions.
File solutions have the largest variety, depending on the environment and characteristics of each
community. It can be popular customs, local customs or professional customs, and each type has different
applications in specific areas. In addition to customs, Vietnamese law also recognizes international
treaties, contracts and foreign laws as important sources of supplement to the legal system, helping to
perfect domestic legal regulations (Duong, 2024).
III. The role of Government and Parliament/National Assembly
3.1 The role of Government and Parliament in the UK
3.1.1 The Role of Government
The government plays an important role in the management and administration of the country, ensuring
the stability and sustainable development of society. The government is the agency that exercises state
power, promulgates and implements economic, social, security and defense policies towards the common
interests of the people. One of the most important tasks of the government is to maintain social order and
safety through the system of laws and action mechanisms.

On the other hand, the government still ensures the provision of essential public services such as health,
education, transportation, energy, contributing to improving the quality of life of the people. As the highest
legal basis, the government holds the role of leading and directing activities to maintain and develop the
country in a sustainable manner.

The functions of the government include prohibiting policy actions, prohibiting management decision
actions, conducting supervision to ensure the effectiveness of policy activities and making decisions on
important national issues. The Government operates and manages many areas such as economy,
environment, education, science, culture, health and implements decisions of the National Assembly. The
Government also supervises and evaluates the development of management activities of local authorities
and people's committees.

In the state structure, executive power plays a central and important role in the organization and
implementation of state power. The Government is the agency with the right to issue legal regulations,
organize law enforcement and manage finance and policies (Anh, 2024).

3.1.2 The Role of Parliament in the UK

The UK Parliament is the supreme legislative body, playing a central role in the political and state system.
The main task of the Parliament is to enact laws, supervise the activities of the Government and represent
the interests of the people. Through the process of considering and passing bills, the Parliament contributes
to building a legal framework for the whole society. At the same time, the Parliament exercises the
function of supervising the Government through questioning sessions, investigation committees and the
right to organize votes of no confidence, to ensure the Government operates transparently and responsibly.
In addition, the Parliament also has the right to approve the budget and control public spending, thereby
contributing to stabilizing national finances. With members of the House of Commons directly elected by
the people, the Parliament acts as the voice of the voters, reflecting the aspirations and interests of the
whole society. Although the UK has no written constitution, Parliament still plays a role in protecting
constitutional principles, ensuring the supremacy of the law and maintaining a stable parliamentary
democracy (Parliament, n.d.)
3.2 The role of Government and National Assembly in Vietnam
3.2.1 The role of the Government
The Government then plays a temporary role in the work of political orientation and the exercise of
executive power as well as the right to manage the state. Through proposals for budget bills and related
laws, the Government provides important advice in the formulation of national economic policy.
On the legislative side, the Government has the right to propose laws and is granted legislative powers in
two specific cases defined by the Constitution: when the National Assembly directly requests or in an
emergency situation that requires timely action. Both cases are exercised in painful legal provisions.
Within the scope of its usual authority, the Government can prohibit regulations that develop, specify and
perfect the existing legal system; organize and direct the activities of the main operating apparatus; as well
as regulate areas that are not required to be regulated by law under the Constitution.
In addition to its administrative and legislative functions, the Government still plays an important role in
senior personnel, and can exercise additional powers to fill key functions in the Chinese administrative
apparatus and other public agencies (governo, 2021)
3.2.2 The role of the National Assembly in Vietnam
The National Assembly of Vietnam is the highest representative body of the people and the highest state
power body in the political system. The National Assembly plays a central role in drafting laws, exercising
supreme supervision over all state activities and deciding on important national issues. The National
Assembly has the right to pass, amend and supplement the Constitution, laws and resolutions, and
supervise the activities of the Government, the Supreme People's Court and the Supreme People's
Procuracy. In addition, the National Assembly also decides on issues related to the national budget, socio-
economic development plans, ratifies important international treaties and elects, dismisses or removes
high-ranking officials in the state apparatus such as the President, the Prime Minister, the Chief Justice of
the Supreme People's Court... As the present manifestation of the will and voluntariness of the nation's
relatives, the National Assembly (Vietnamgov, n.d.)
3.3 Comparison of legal documents and sub-legal documents
3.3.1 Legal documents
Currently, the 2013 Constitution and other legal documents do not provide a specific definition of legal
documents. However, in essence, legal documents can be understood as documents containing legal
provisions adopted by the National Assembly according to the statutory process, including the
Constitution, laws, codes and resolutions of the National Assembly (thuvienphapluat, n.d.).
3.3.2 Sub-law documents
The following documents are legal documents issued by intermediate state agencies, state power agencies,
and local water management agencies to clarify and specify issues regulated by laws, resolutions of the
National Assembly, ordinances or proposed decisions of the National Assembly Standing Committee, or to
exercise rights and obligations as prescribed by the Constitution and the Organization. These documents
must ensure that they are not contrary to the Constitution and current laws (An, 2023).
Comparison between law and sub-law documents
Law documents Sub-law documents
Issuing authority Legal documents are legal The following documents are
documents that are prohibited legal documents issued and
from being implemented by contributed by state agencies
the National Assembly, the in accordance with the order,
highest state authority, the procedures and forms
process and form of which prescribed by law. (Hilaw,
are prescribed by law. 2024)
(Hilaw, 2024)
Legal effect Has the highest legal effect Sub-law documents have
(Hilaw, 2024) lower legal effect than legal
documents. (Hilaw, 2024)
Classify Legal documents include the The following documents
Constitution, statutes and include resolutions, decrees,
codes. (Hilaw, 2024) decisions, directives and
information. (Hilaw, 2024)

Comparison between first and second legislation

In the UK, law is divided into two main groups: primary law and secondary law.
Primary law includes acts made by parliament or formal charters, which establish fundamental principles,
regulate the rights and obligations of individuals and organisations, and have a wide scope in society.
There are two main types of primary law: First, public law, with around 25 to 50 new laws being enacted
each year. Since 1999, most of these laws have been accompanied by explanatory notes to help people
understand the content and purpose of the law. Second, local and personal law, which applies to a specific
area or to a particular subject. Although rarely used today (only a few laws each year), this type of law was
very popular in the Victorian era, especially in the management of cities, transport works such as railways,
canals and land. In addition, personal law was also an important legal basis for divorce before the civil law
system was established in 1857 (law.ox.ac.uk, n.d.).
Secondary Law, also known as delegated law or detailed legislation, is legal documents such as Orders,
Regulations, Rules, and Codes – commonly referred to as Statutes (SI). These documents are prohibited
from being acted upon by Ministers or administrative agencies, based on the power of review granted by
Parliament through primary law. The main purpose of secondary law is to develop and clarify the
provisions mentioned in primary law, encouraging the assurance that legal rules can be applied flexibly
and appropriately to actual conditions. With a more detailed scope of regulation, secondary law plays a
supporting role in the process of law enforcement to become effective and relevant to social life
(law.ox.ac.uk, n.d.).
b.Secondary Law

Secondary legislation (SI) is legal documents such as Orders, Regulations, Rules and Codes, often referred
to as secondary, supplementary or delegated legislation. These documents are usually prohibited from
being implemented by Government Ministers or administrative agencies under the authority delegated by
Parliament. The main function of secondary legislation is to adjust the specific details of primary
legislation, helping to implement and clarify the provisions of the law in practice, ensuring more effective
application of the legal framework (law.ox.ac.uk, n.d.).
3.5 Legal Process Flowchart in England
Green Paper

Consultative Document

White Paper

Policy Document

Law Commission
Report

Consultative Document

Government Bill

Legislation Proposals

Private Member’s Bill

 Legislation Proposals

House of Commons

Various Reding & Stages

House of Lords

Various Reding & Stages

Royal Assent

Queens Approval

The process of legislation in both Houses consists of several main stages. The first stage is the First
Reading, in which the Bill is formally introduced without any debate. This isThe process of legislation in
both Houses consists of several main stages. The first stage is the First Reading, in which the Bill is
formally introduced without any debate. This is followed by the Second Reading, which is a debate on the
main principles of the Bill. During the Committee Stage, a more detailed examination of the Bill takes
place, with discussion and proposed amendments. The Report Stage then provides the opportunity for
further amendments before the bill can be considered as a whole. Finally, during the Third Reading, the
final bill is given the opportunity to be debated and voted on, concluding any changes made throughout the
process

Description: The UK legislative process begins with the preparation of consultation papers and ends when
the bill receives formal Royal Assent. Before that, a document called a Green Paper is published soliciting
input from companies and stakeholders on a particular issue. A White Paper is then published with more
detailed content, which plays an important role in the development of the draft. At the same time, Law
Committee reports may also be published that supplement and clarify relevant legal views. Based on these
documents, two main types of bills are published: Government Bills, which are initiated by government
agencies, and Members of Parliament Bills, which are introduced by independent members of Parliament.
Both types of bills undergo a rigorous parliamentary review process, starting in the House of Commons
with multiple readings and discussions. This process ensures that every bill is carefully drafted, widely
consulted, and thoroughly reviewed by both houses before it officially becomes law.
3.6 Example of a lawsuit
Facts/background

Mr. Tran Van K sued Ms. Tran Thi L (the patient), requesting the Court to declare the land use right
certificate in Ms. L's name issued by the People's Committee of District X in 2015, and at the same time
recognize Mr. K's inheritance rights to the land plot in Commune Y, District X, Long An Province, with
an area of 4,200 m2. According to Mr. K, this land plot was left by his parents, Mr. Tran Van T (died in
2002) and Ms. Nguyen Thi H (died in 2012), but the inheritance has not been divided. The family has 5
people, but after Ms. H passed away, Ms. L arbitrarily registered her name on the land certificate for the
entire land plot and claimed that her mother gave it to her before she passed away. Mr. K objected and
claimed that there was no legally established will or gift document, and he was also the person who
directly cultivated and planted on the land from 2005 to present. From there, he requested the Court to
review the legality of the Certificate issued to Ms. L and resolve the inheritance division in accordance
with the law.

Holdings/Decisions

After considering all the evidence and testimony of the parties, the Court rendered the following decision:

Regarding the planning rights: The Court determined that this land plot is the joint inheritance product of
Mr. Tran Van T and Ms. Nguyen Thi H, because there is no legal will or document that can transfer the
land use rights to Ms. L. Therefore, the land use rights must be divided equally according to the legal
provisions on inheritance.

Regarding the Land Use Rights Certificate: The Court decided to cancel the Land Use Rights Certificate
issued by the People's Committee of District X to Ms. L in 2015, because the issuance of this certificate
was illegal due to the lack of consent from the remaining planning levels and the lack of clear division of
assets.

Regarding the division of inheritance: The Court requires Ms. L and Mr. K and other heirs to participate in
dividing the inheritance in accordance with the provisions of the law on inheritance, ensuring the
legitimate rights of the children of Mr. Tran Van T and Ms. Nguyen Thi H.

Apply statutory law and case law

This case is mainly based on the provisions of the Civil Code, especially those relating to inheritance, land
use rights and wills. Pursuant to Point a, Clause 2, Article 337 and Clause 1, Article 343 of the 2015 Civil
Procedure Code, the Court decided not to accept the Appeal Decision No. 01/QD-VKS-DS dated March 4,
2022 of the Chief Justice of the Supreme People's Procuracy, and upheld the appellate judgment No.
646/2019/DS-PT dated December 13, 2019 of the High People's Court in Ho Chi Minh City.

Although not directly citing precedents, this case still complies with legal principles relating to land use
rights, inheritance and administrative procedures on land. Proving land use rights through legal
administrative documents and wills has become an important factor, playing a decisive role in the trial
process, thereby protecting the legitimate rights of the parties in the case.

Part B
I. Lawsuits involving contract law

1.1 Facts
On April 24, 2024, at the headquarters of the High People's Court in Da Nang, the appeal trial of the
commercial business case No. 20/2023/TLPT-KDTM dated December 27, 2023 regarding a dispute over a
contract for the sale of goods was held publicly. Because the Commercial Business First Instance
Judgment No. 11/2023/KDTM-ST dated September 21, 2023 of the People's Court of D province was
appealed and protested. According to the Decision to bring the case to trial No. 528/2024/QD-PT dated
March 27, 2024, between the parties:

 Plaintiff: B Company Limited (now B Company Limited according to the 7th amended Business
Registration Certificate dated December 21, 2021). Head office address: Lot L - LD6, Road No. G,
Industrial Park X, Commune M, District D, Long An Province. Legal representative: Mr. Do Trung
N - Position: General Director. Authorized representative of the plaintiff: Ms. Nguyen Thi Le N1;
residing at: No. F, N Street, Q City, D Province (authorization document dated March 17, 2021).
Absent. Person protecting the legal rights and interests of the plaintiff: Mr. Bui Van P - Lawyer of
Company L, belonging to the Bar Association of B Province. Contact address: No. F, N Street, Q
City, D Province. Absent and has a request to postpone the trial.
 Defendant: D+ Joint Stock Company Address: No. A, H Street, G Ward, Q City, D Province. Legal
representative: Ms. Tran Lan P1 - Position: Director. Authorized representative of the defendant:
Mr. Nguyen Xuan H; residing at: P, N Building, No. C, T Street, H Ward, P District, Ho Chi Minh
City (authorization document dated August 3, 2023). Present.
 Person with related rights and obligations: S1 LLC. Address: Ban N, District N, Savanakhet
Province, Lao People's Democratic Republic. Absent.
 Appellant: Defendant D+ Joint Stock Company (Judgment library, 2024).
1.2 Legal isuses
This case revolves around a dispute over debt payment between Company B Limited and Company
D+ Joint Stock Company related to a goods sale contract. Company B requested Company D+ to pay the
remaining amount of VND 2,884,015,300, along with late interest and a penalty for breach of contract due
to late payment. However, Company D+ disagreed with this request, claiming that they had no payment
obligation under the goods sale contract No. 01/2018/HDMB/SHH-VT between Company B and
Company S2. They argued that only Company S2 had the payment obligation and that it was impossible to
determine the representative status of the individuals signing the relevant documents. In addition, they also
objected to the validity of the debt reconciliation table, the seal on this table and related evidence. The
court of first instance accepted Company B's request, but at the appeal hearing, the Trial Panel held that
the evidence was insufficient and the verification of the information was lacking, so it annulled the first
instance judgment to re-examine the case according to the first instance procedure (Judgment library,
2024).

1.3 Decisions
Pursuant to Clause 3, Article 308, Article 310 of the Civil Procedure Code, the first instance
commercial judgment No. 11/2023/KDTM-ST dated September 21, 2023 of the People's Court of D
province is annulled. The case file is transferred to the People's Court of D province to re-examine the case
according to the first instance procedure. Appeal court fees: Joint Stock Company D and financial
consultant D+ are not required to pay the commercial appeal court fees. Refund to D Joint Stock Company
and Asean+ Financial Consultant the advance payment of appeal fees, totaling VND 2,000,000 (two
million VND) according to the Receipts of advance payment of court fees and charges No. 0000398 dated
October 17, 2023 (VND 300,000) and No. 0001873 dated December 14, 2023 (VND 1,700,000) of the
Department of Civil Judgment Enforcement of D province. The appeal judgment takes legal effect from
the date of judgment (Toa an nhan dan toi cao , n.d.).

=> After the lawsuit between Company B and Joint Stock Company D+, both parties had a big
impact. Financially, Company B faced a delay in debt collection, while Company D+ had to bear legal
costs and could be required to pay a large sum of money. The long time to resolve the case would affect
the work progress of both companies. In terms of reputation, both companies could be negatively affected
if the lawsuit was prolonged, reducing their credibility in the eyes of partners and customers. In addition,
the disclosure of information during the trial could also threaten the confidentiality of the parties.
2. Labor Law Litigation
2.1 Facts
Mr. Lee Jong M is a Korean citizen who has worked for W Co., Ltd. (formerly Dae K Co., Ltd.)
since 2013. On July 1, 2017, he signed a labor contract with the company, assuming the position of
manager with a monthly salary of 30 million VND. However, since February 2019, he has not received his
salary on time, nor has the company paid health insurance and social insurance for him, nor guaranteed
him a job as committed in the contract. After repeatedly requesting the company to resolve this issue
without results, he filed a request to the Department of Labor, War Invalids and Social Affairs of H district
to mediate the dispute over salary, but was unsuccessful. On February 1, 2019, W Co., Ltd. announced its
decision to dismiss Mr. Lee Jong M because he left the job without prior notice. Disagreeing with the
dismissal decision, he sued the company to pay the unpaid wages, severance pay, compensation for the
company's illegal unilateral termination of the labor contract, and requested a declaration that the
company's dismissal decision was illegal.

2.2 Legal Issues

The company argued that Mr. Lee Jong M had left the job without prior notice as stipulated in the labor
contract, so the dismissal decision was reasonable and legal. However, Mr. Lee Jong M argued that the
company's dismissal decision was illegal because the company unilaterally terminated the labor contract
without a valid reason, and violated the provisions on dismissal procedures in the Labor Code. Mr. Lee
Jong M also argued that the company did not pay him his full wages during his employment, and did not
pay social insurance and health insurance as committed in the labor contract. At the same time, the
company is obliged to compensate Mr. Lee Jong M for the illegal termination of the labor contract,
including unpaid wages, severance pay, social insurance and health insurance. In addition, the court also
needs to clarify the company's responsibility in ensuring the rights of employees according to the
provisions of the law.

2.3 Decisions (Court's Decision)

At the first instance trial, the Court determined that W Company Limited's decision to dismiss Mr.
Lee Jong M was illegal. The reason was that the company could not prove Mr. Lee Jong M's fault and did
not comply with the labor discipline process as prescribed by the Labor Code. Specifically, the company
could not provide evidence to prove that Mr. Lee Jong M voluntarily quit his job without notice, and did
not take labor discipline steps according to the correct procedures such as warning or reprimand before
making the decision to dismiss. The Court of First Instance also determined that Mr. Lee Jong M was not
at fault for his dismissal, so the company's decision to dismiss him was illegal and violated the employee's
rights.

For the above reasons, the Court of First Instance ordered W Company Limited to pay Mr. Lee
Jong M a total of VND 270 million. This amount includes unpaid wages from February 2019 until the
effective date of the dismissal decision, severance pay, and compensation for the company's illegal
unilateral termination of the labor contract. In addition, the company must also pay social insurance and
health insurance that the company had not paid for him during his employment with the company. W
Company Limited appealed to overturn the judgment of the Court of First Instance, but the Court of
Appeal dismissed the company's appeal and upheld the decision of the Court of First Instance. The Court
of Appeal held that the company's decision to dismiss the employee was illegal and violated the
employee's rights, so it required the company to fulfill its obligation to compensate and fully pay benefits
to Mr. Lee Jong M according to the law (Thuvienphapluat, 2021).

The lawsuit between Mr. Lee Jong M and W Co., Ltd. caused certain losses to both parties. Mr.
Lee Jong M won the case to request the company to compensate for wages, severance pay and unpaid
insurance, helping to protect his labor rights. Meanwhile, W Co., Ltd. faced large compensation costs and
reputational damage due to violations of labor regulations. The lengthy litigation process not only affected
the time and operations of both parties, but also revealed a lot of internal information, affecting
confidentiality.

3. Corporate Law Litigation

3.1 Facts
On March 9, 2020, at the headquarters of the People's Court of Ho Chi Minh City, the public
appeal hearing of the civil case No. 21/DSPT dated January 6, 2020, regarding "Dispute over the contract
for the sale of aquatic feed". Due to the first instance civil judgment No. 646/2019/DS-ST dated November
7, 2019 of the People's Court of District Q, Ho Chi Minh City was appealed;

- Plaintiff: Ms. Lai Bach H, born in 1961 Address: 64/5 Hamlet E, Commune R, District Y, Vinh Long
Province.

- Defendant: Mr. Dang Quoc T, born in 1974 Address: 532/28/5/9 Khu U, Ward I, District Q, Ho Chi
Minh City.
 - Person with related rights and obligations: Ms. Tran Thi T, born in 1977. Address: 146 Street O,
Ward P, District A, Ho Chi Minh City. (The plaintiff is present, the defendant and the person with related
rights and obligations are absent without reason) (Thuvienphapluat , 2020)

3.2 Legal isuses

Ms. Lai Bach H signed a contract to sell aquatic feed to Mr. Dang Quoc T and Ms. Tran Thi T with
an agreement to pay within 30 days, overdue interest rate of 2%/month. To secure the debt, Ms. T
mortgaged the Land Use Rights Certificate (LURC) to Ms. H. On August 31, 2013, the two parties
confirmed the debt of VND 1,763,917,000, but Mr. T and Ms. T did not pay on time and also reported the
loss of the LURC to request a reissue. Ms. H filed a lawsuit, requesting payment of the above amount plus
interest rate of 20%/year from the date of debt confirmation. The court of first instance ordered Mr. T and
his wife to pay VND 2,010,424,400 (including interest) but only calculated interest from April 18, 2018,
not accepting the request to calculate interest from August 31, 2013. Disagreeing, Ms. H appealed to
recalculate the interest and waive the court fees. At the appeal hearing, the Court partially accepted Ms.
H's appeal, forcing Mr. T and Ms. T to pay interest from August 31, 2013 instead of April 18, 2018 as in
the first instance judgment, and at the same time adjusted the court fees in favor of Ms. H
(Thuvienphapluat , 2020).

3.3 Decisions

Pursuant to Clause 1, Article 308 of the 2015 Civil Procedure Code; Articles 428, 438, Clause 2,
Article 305 of the 2005 Civil Code; Articles 357 and 468 of the 2015 Civil Code; Clause 1, Article 29 of
Resolution 326/2016/UBTVQH14 dated December 30, 2016 of the Standing Committee of the National
Assembly regulating the collection, exemption, reduction, collection, payment, management and use of
court fees and charges; Law on Civil Judgment Enforcement. The Court of Appeal decided not to accept
Ms. Lai Bach H's appeal and upheld the first instance judgment. Accordingly, Mr. Dang Quoc T and Ms.
Tran Thi T must pay Ms. H the amount of VND 2,010,424,400, including VND 1,763,917,000 in principal
and VND 246,507,400 in interest. After completing the debt repayment obligation, Ms. H must return the
Land Use Rights Certificate to Mr. T and his wife. The Court does not accept the request to calculate
interest from August 31, 2013 to April 18, 2018, and only applies the interest rate according to the Civil
Code if the payment continues to be late. Mr. T and Ms. T pay the first-instance court fee of VND
72,208,488, Ms. H pays VND 33,422,136, of which VND 26,521,000 has been advanced and an additional
VND 6,901,136 must be paid. In addition, Ms. H must pay the appeal court fee of VND 300,000, which
has been paid in full. The decision to execute the judgment will be implemented according to the Law on
Civil Judgment Enforcement (Thuvienphapluat , 2020).

=> Impact

- Financial impact: Ms. Lai Bach H: She will receive back the debt of VND 2,010,424,400 (including
principal and interest). However, she will also have to pay a portion of the civil court fees at first instance
and appellate, although the appellate court fees have been deducted from the advance payment. Continuing
to request interest payments may help her increase the amount of money she can collect from the lawsuit.
Mr. Dang Quoc T and Ms. Tran Thi T: This couple has to pay a large debt with interest, totaling VND
2,010,424,400. In addition, they also have to pay the court fees at first instance, while failure to pay on
time and reporting the loss of the Land Use Rights Certificate has caused them great financial losses.

- Time impact: Ms. Lai Bach H: She had to wait a long time to receive the money back from Mr. T and
Ms. T, and also had to go through administrative procedures when returning the Land Use Rights
Certificate after the debt was paid. The lawsuit processing time was also prolonged, affecting her financial
plan. Mr. Dang Quoc T and Ms. Tran Thi T: The extension of the case processing time and failure to repay
the debt on time could affect their financial plan, and they would also have to spend more time to fulfill
their debt repayment obligations and related legal procedures.

- Reputation impact: Ms. Lai Bach H: Although she won the lawsuit and received the money back, the
lawsuit could reduce her reputation in commercial transactions, especially in handling credit contracts or
large sales contracts in the future. Mr. Dang Quoc T and Ms. Tran Thi T: Failure to make timely payments
and being involved in litigation may damage their reputation in the community and in future financial
transactions. This may affect their business relationships and ability to borrow in the future. -
Confidentiality impact: This lawsuit may involve the parties' financial information, especially when there
is a report of loss of the Land Use Rights Certificate. This may affect the confidentiality of documents and
personal information of the parties in the lawsuit, especially when their financial information has been
made public during the trial.

II. Analyze and propose dispute resolution options

1. Personal views on the verdict of the case
The case between Company B Ltd. and Company D+ reflects a dispute over a contract for the sale
of goods and the payment of debts. This is a typical case involving commercial issues, especially when the
parties cannot agree on payment responsibilities and related evidence. After analyzing the case, I have
some personal opinions on the judgment and fairness in applying the penalty: In this case, the Court has
annulled the judgment at first instance and requested a retrial under the first instance procedure. Annulling
the judgment may be a reasonable decision, especially when there are shortcomings in verifying
information, evidence is insufficient, and related documents have not been clarified. Such a decision
shows that the court has prioritized fairness, ensuring that the case will be resolved according to the correct
procedure and has a sufficient legal basis. However, annulling the judgment and transferring the case to
the first instance court may prolong the dispute resolution process, affecting both parties. This can cause
significant financial and reputational damage to companies, especially in today’s business environment
where delays in debt collection or dispute resolution can affect relationships with customers and partners.

In my opinion, this case should be resolved fairly and transparently, but there should also be
flexibility in the application of penalties. If Company D+ has a reasonable reason to object, the court
should allow the two parties to negotiate one more time before making a final decision, to find a
reasonable solution for both. As for the penalty, if Company D+ cannot prove a reasonable objection and
has sufficient evidence, it is necessary to request payment of debt and penalties. However, the application
of a penalty for breach of contract and late payment interest must be appropriate to the actual damage that
Company B has suffered, avoiding creating an excessive penalty.

2. Proposing alternative dispute resolution (ADR) options

Company B and Company D+ are having a dispute over a contract for the sale of goods and the payment
of debt. Company B requests Company D+ to pay the debt due to breach of contract and requests the
application of the penalty as agreed in the contract. However, Company D+ does not agree with the
payment terms, claiming that some evidence related to the responsibility for debt payment is incomplete
and inaccurate. Applying the method of alternative dispute resolution (ADR) can help the parties reach a
fair and reasonable solution, while avoiding the lengthy and costly court proceedings. Instead of
continuing to pursue the litigation process in court, the two parties can try to apply alternative dispute
resolution methods such as direct negotiation or mediation. Direct negotiation is a method in which the
two parties themselves agree and resolve the dispute without the intervention of a third party (Thanh Truc,
2020). In this case, direct negotiation between Company B and Joint Stock Company D+ is a reasonable
way to resolve the dispute. The reason is that both parties are having conflicts over payment
responsibilities and related evidence, but if they still want to maintain a long-term cooperative relationship,
direct negotiation will be an effective solution. The parties can discuss the debt payment time or adjust the
terms of the contract without having to go through complicated court procedures. During the negotiation
process, if Company D+ cannot prove a reasonable reason for the delay in payment, Company B can
propose solutions such as extending the payment time or requesting a reasonable debt amount along with a
penalty for breach of contract. At the same time, the two parties can also agree to amend the contract,
reducing the penalty if there is consensus on debt payment according to a specific schedule. The advantage
of this option is that the dispute resolution will be quick, cost-effective, and at the same time help maintain
the cooperative relationship between the parties without damaging each other's reputation. Moreover,
direct negotiation allows the parties to be flexible in agreeing on the terms of the contract, creating a
reasonable and mutually beneficial solution. However, the disadvantage of this option is that it does not
guarantee a certain result, because if one party does not cooperate or lacks goodwill in the negotiation, the
dispute resolution may not be successful and will have to return to court proceedings. In addition, the
agreement reached through negotiation lacks strong legal binding, if one party does not comply with the
agreement, there is no strong enough legal mechanism to enforce it.

Mediation is one of the popular methods to resolve labor disputes. During the conciliation process, an
intermediary, usually a conciliator from the Department of Labor, War Invalids and Social Affairs, will
help the two disputing parties discuss, find out the causes and together come up with reasonable solutions
(Y, 2019). This option is very suitable in the case of disputes over contracts for the sale of goods and debt
settlement. Having a neutral third party will help reduce tension and provide a reasonable solution for both
parties. The mediator can also help clarify the evidence and responsibilities of each party in the case,
avoiding the lengthy and costly process of bringing the case to court. Company B and Joint Stock
Company D+ can choose a commercial mediation center to mediate this dispute. The center will send an
independent mediator, experienced in commercial matters, to support the parties in the discussion. The
parties will present arguments on the debt settlement issue and related evidence, and the mediator will help
analyze the documents, clarify the disagreements and propose solutions such as extending the payment
period, reducing the penalty or adjusting the contract. If the parties agree to the mediation solutions, a
legally valid agreement will be signed. The advantages of this option are confidentiality and privacy, as the
mediation process helps protect the parties' information, maintain their reputation and avoid the disclosure
of business information. The mediator, with experience in the commercial field, will help the parties
resolve disputes quickly and fairly, and at the same time provide reasonable solutions. Another advantage
is the ability to enforce, when the parties sign a mediation record that has the legal value equivalent to a
contract, and if there is a violation, the parties can request enforcement in court. The disadvantage of this
option is the cost of mediation, although lower than litigation in court, there are still costs for the mediator
and mediation procedures. Moreover, the mediation result is not compulsory, if one party does not comply
with the agreement, the parties may have to return to court to request enforcement of the decision. In the
case of a dispute between Company B and Joint Stock Company D+, the application of alternative dispute
resolution (ADR) methods such as direct negotiation or mediation brings clear benefits. Both options help
the parties save time and costs compared to litigation in court, while creating opportunities to maintain
long-term cooperative relationships. Both options are feasible and can bring about a harmonious solution if
the parties cooperate and have goodwill in resolving the dispute. Therefore, the choice of dispute
resolution method depends on the specific circumstances of the case and the level of cooperation of the
parties.

The choice of direct negotiation and mediation as a method of dispute resolution between Company B and
Joint Stock Company D+ is reasonable because both options help save time and costs compared to
litigation in court, while maintaining a long-term cooperative relationship. Direct negotiation is flexible,
fast and cost-effective, but lacks strong legal binding. Meanwhile, mediation involves a neutral party,
helps resolve disputes fairly and can be enforced in court, but still involves mediation costs and
procedures. Both options are feasible and effective if the parties cooperate and are willing.

3. Optimal solution
Among the dispute resolution methods between Company TNHH B and Joint Stock Company Đ+,
the mediation approach is considered the most optimal, offering numerous advantages for both parties in
the case. Although direct negotiation has its own benefits, such as flexibility and cost-saving, it lacks
strong legal binding and its success is uncertain if one party lacks good faith. On the other hand, mediation
with the involvement of a neutral party (the mediator) helps reduce tension and ensures that both parties
can discuss and find a fair and reasonable solution.

Mediation not only ensures fairness but also protects confidentiality, allowing both parties to
maintain their reputation and avoid disclosing sensitive information, which is crucial in commercial
disputes. The mediator can help clarify evidence and responsibilities of each party and propose reasonable
solutions, such as extending the payment deadline, reducing penalties, or amending the contract, enabling
the parties to reach an agreement without the need for prolonged court proceedings.

A major advantage of mediation is that the mediation agreement has the same legal value as a
contract, so if one party fails to comply with the agreement, the other party can request enforcement in
court, ensuring the implementation of commitments. Although there are mediation costs, they are much
lower compared to litigation costs, and the mediation process is significantly faster.

III. Distinguish and analyze the legal compliance of the enterprise charter
3.1 Distinguish between Charter, Norms and Standards
Content Charter Norms Standard
Principles Charters are documents Technical regulations Standards are applied
apply established by the State are mandatory in on a voluntary basis.
or organizations to production, business All or part of a
regulate issues related to and other socio- specific standard
the activities of economic becomes mandatory
organizations, agencies, activities.Technical when cited in legal
and enterprises, regulations are used as documents or
relations with other the basis for conformity technical regulations.
organizations, agencies, assessment activities Basic standards are
and citizens, or to (Dung, 2022). applied within the
regulate the activities of scope of management
different organizations of the organization
and citizens, rights and that publishes the
obligations in the field standard (Dung,
of state management or 2022).
specific economic
activities. General
charters are usually
issued or approved by
the highest state power
and executive agencies.
Charters of specific
agencies and
organizations under
ministries and branches
are usually issued by the
corresponding
ministries and branches.
Charters of specific
agencies and
organizations under
local governments are
usually approved by the
corresponding People's
Committees. Charters of
 social organizations are
approved by the
congresses of those
organizations. Charters
of legal entities
conducting business
activities are drafted and
approved in accordance
with the order of state
registration at
competent agencies
(Truong, 2024).
Classify -General technical Basic standards
regulations include specify characteristics
technical and and requirements
management applicable to a wide
regulations applicable range or contain
to a management field general regulations
or a group of products, for a specific field.
goods, services, and -Technical
processes. requirement standards
-Safety technical specify levels,
regulations; criteria, and
-Environmental requirements for the
technical regulations objects of activities in
stipulate levels, criteria, the field of standards.
and requirements for -Terminology
the quality of the standards specify
surrounding names and definitions
environment and waste; for the objects of
-Process technical activities in the field
regulations stipulate of standards.
requirements for -Testing method
 hygiene and safety in standards specify
the production, sampling methods,
exploitation, measurement
processing, methods,
preservation, operation, determination
transportation, use, and methods, analysis
maintenance of methods, inspection
products and goods. methods, testing
-Service technical methods, and
regulations stipulate appraisal methods of
requirements for safety levels, criteria, and
and hygiene in requirements for the
business, trade, postal, objects of activities in
telecommunications, the field of standards.
construction, education, -Labeling, packaging,
finance, science and transportation, and
technology, health care, preservation
travel, entertainment, standards specify
culture, sports, requirements for
transportation, and labeling, packaging,
environmental services transportation, and
(Dung, 2022).. preservation of
products and goods.
Construction . - National standards; -International
base -International standards, regional
standards, regional standards, foreign
standards, water standards;
standards; - Results of scientific
-Results of scientific and technological
and technological research, technical
research, technical progress;
progress; - Practical experience;
-Results of assessment, -Results of
 testing, assessment, testing,
experimentation, experimentation,
inspection, and inspection, and
appraisal (Dung, 2022). appraisal (Dung,
2022).
The -State agency (Dung, -State agencies;
implementing 2022). -Public service units;
agency -Socio-professional
announced organizations;
- Economic
organizations (Dung,
2022).
In commerce Products that do not Products that do not
meet the requirements meet standards are
of the relevant still allowed to be
Technical Regulations traded normally
will not be eligible for (Dung, 2022).
trading (Dung, 2022).
3.2 Analyze a company's charter and regulations and demonstrate compliance with Vietnamese law
Binh Minh Plastic Joint Stock Company, established in 1977 and officially operating as a joint stock
company since February 1, 2004, is one of the leading enterprises in the Vietnamese plastic industry.
BMP's adjustment is based on the provisions of the Enterprise Law 2020 (No. 59/2020/QH14) and related
legal documents.

3.2.1 Charter capital

Content in the charter: The adjustment of BMP's regulations on the company's capital conditions, as of
2024, is VND 818.6 billion (according to updates from financial reports and listing information on
HOSE). The adjustment also clearly states that the conditions for increasing or decreasing capital must be
approved by the General Meeting of Shareholders and comply with the regulations on reporting to
competent authorities for appraisal.

=> This provision is consistent with Article 111 of the Enterprise Law 2020, which requires changes in the
capital regulations of joint stock companies to be decided by the General Meeting of Shareholders. In
addition, BMP is a listed company on the Ho Chi Minh City Stock Exchange (HOSE), so the disclosure
and adjustment of charter capital also complies with Articles 9 and 15 of the Law on Evidence 2019 (No.
54/2019/QH14), requiring transparency of financial information for public companies.

3.2.2 Administrator configuration

Content in the charter: BMP's adjustment stipulates the administrative configuration including the General
Meeting of Shareholders, the Board of Directors (BOD), the Supervisory Board and the General Director.
The BOD has the right to decide on business strategies, appoint the General Director, while the
Supervisory Board supervises the activities of the BOD and the Executive Board.

=> This structure complies with Article 134 and Article 153 of the Enterprise Law 2020. Specifically,
Article 134 stipulates that a joint stock company must have a General Meeting of Shareholders as the
highest authority, while Article 153 defines the role of the BOD in the management and operation of the
company. The establishment of the Supervisory Board is also consistent with Article 168, which requires a
joi+nt stock company with 11 or more shareholders to have a Supervisory Board to ensure transparency
and supervision.

3.2.3 Rights and obligations of shareholders

Content in the charter: The charter stipulates that shareholders owning 5% or more of the charter capital
have the right to request training for the extraordinary general meeting of shareholders, nominate members
of the board of directors or the board of supervisors, and be provided with information on the company's
operations.

=> This content is consistent with Article 115 of the Enterprise Law 2020, which stipulates the rights of
shareholders owning 5% or more of the charter capital, including the right to request a general meeting of
shareholders (clause 3) and the right to nominate people to the board of directors or the board of
supervisors (clause 4). This ensures the rights of minority shareholders and democracy in corporate
governance.

3.2.4 Business activities

Content in the conditions: BMP's adjustment of the list of main business lines such as manufacturing and
trading plastic pipes (PVC-U, HDPE, PP-R), plastic spare parts, pipe adhesives, and other technical plastic
products, and commitment to Comply with national and international standards on product quality.

=> This business scope Manh Thu Article 7 of the Enterprise Law 2020, allowing enterprises to conduct
business in industries that are not prohibited by law. In addition, the commitment to meet quality standards
in accordance with the Law on Product and Goods Quality 2007 (No. 05/2007/QH12), especially Article
5, requires enterprises to be responsible for the quality of products and goods they produce and trade.
The Charter of Binh Minh Plastic Joint Stock Company is strictly constructed, reflecting the provisions of
the Enterprise Law 2020, the Securities Law 2019, and other relevant legal documents such as the Law on
Product and Goods Quality 2007. The contents on adjustments, governance structure, shareholders and
business activities not only ensure confidentiality but also demonstrate the transparency and
professionalism of BMP in a public company. This contributes to strengthening BMP's reputation in the
market and protecting the interests of shareholders, partners and customers (Binhminhplastic annual
report, 2023).

IV. Legal structure of business types

4.1 Business establishment process
4.1.1 Private company
For private companies, the requirements to prepare to submit business registration documents are as:

To carry out the procedure for establishing a private enterprise, individuals need to prepare a complete and
valid set of documents according to regulations. First of all, there must be an application for registration of
establishment of a private enterprise according to Form No. 1 issued with Circular 20/2015/TT-BKHĐT.
Attached is a notarized copy of the valid identification document of the registrant, which can be a Citizen
Identification Card, Identity Card, or Passport. To authorize another person to submit the application and
receive the results, an additional valid authorization letter must be prepared. In the conditions for
establishing a private enterprise, the types of documents attached to the application are extremely
important. Including a copy of the identification document of the legal representative of the enterprise,
notarized and issued within 3 months; a business registration application according to the type of private
enterprise. Suppose the enterprise intends to operate in a conditional business line. In that case, it is
necessary to submit additional documents proving that it is qualified to operate according to the provisions
of law.

In addition, the dossier also includes relevant documents confirming the business name, head office
address, and registered business lines; documents confirming charter capital, if required, issued by
competent agencies or organizations. For professions requiring a practice certificate, the legal
representative or business owner must submit appropriate professional certificates and diplomas. Finally,
if the applicant is not the legal representative of the enterprise, a legal authorization document from the
private enterprise must be attached (Phan Julie, 2023).
4.1.2 Partnership
The requirements to prepare to submit business registration documents for a partnership are:
The business registration application is an important document, marking the first step in the process of
establishing a partnership. In the application, the applicant must provide complete information such as:
business name, head office address (including house number, street or alley name, ward/commune name,
district/county, town, city under province or centrally run city). Note that the company's headquarters must
not be located in an apartment building, collective house, or a place that is only allowed to be used for
residence. In addition, the application must also clearly state the purpose of operation, business lines,
charter capital, and information of members and legal representatives. The company charter is a document
that stipulates the rights, obligations, interests, and organizational structure of the partnership, which must
be drafted by legal regulations and signed by all members.

The list of members is an indispensable part of the registration dossier, including full information about
individuals or organizations participating in capital contributions, such as full name, address, phone
number, and other relevant information. In addition, the dossier must be accompanied by valid copies of
the legal documents of the members. For individuals, it is a copy of the identity card; for organizations, it
is a copy of the legal documents of the organization, accompanied by the documents of the authorized
representative and the document appointing the representative. In case the member is a foreign
organization, the documents must be consularized. If the company is established with the participation of
foreign investors or economic organizations with foreign investment capital, it is necessary to supplement
the Investment Registration Certificate per the provisions of the Investment Law and its implementing
documents (Truong, 2024).

4.1.3 Limited liability company

For a single-member limited liability company, the business registration dossier must include: a business
registration application and a company charter. Attached are copies of relevant legal documents,
specifically: legal documents of the company's legal representative; legal documents of the company
owner if the owner is an individual; or legal documents of the organization if the owner is an organization
(except in cases where the owner is the State). If the owner is an organization with an authorized
representative, the dossier must include legal documents of the authorized person and a document
designating the authorized representative. In case the owner is a foreign organization, copies of the legal
documents must be consularized according to regulations. In addition, if the enterprise is established by a
foreign investor or an economic organization with foreign investment capital, it is necessary to submit an
Investment Registration Certificate according to the provisions of the Investment Law and related guiding
documents (Truong, 2024).
Requirements to prepare to submit business registration documents for limited liability companies with 2
or more members:

The business registration dossier includes the business registration application and the company charter.
For a limited liability company with two or more members, a list of members is required; for a joint stock
company, a list of founding shareholders and a list of shareholders who are foreign investors (if any) are
required. The dossier must also include a copy of the personal legal documents of the legal representative
of the enterprise. For Vietnamese citizens, the identification documents can be a valid citizen identification
card, identity card or passport. For foreigners, a foreign passport or a valid passport replacement document
must be submitted. In case the company member, founding shareholder or shareholder who is a foreign
investor is an individual, a valid copy of the identification documents must be provided. If the enterprise is
an organization, the legal documents of the organization must be submitted; At the same time, if there is an
authorized representative, it is necessary to supplement the legal documents of the authorized individual,
along with the document designating the authorized representative. In particular, if the member or
shareholder is a foreign organization, the legal documents of that organization must be consularized. In
case the enterprise is established or has the participation of a foreign investor or an economic organization
with foreign investment capital, it is necessary to submit the Investment Registration Certificate under the
provisions of the Investment Law and related guiding documents.

4.1.4 Joint Stock Company

Requirements to prepare to submit business registration documents for joint stock companies:
The business registration dossier includes an application form by the prescribed form and a draft of the
company charter, which must include the full name and signature of the founding shareholder who is an
individual or the legal representative/authorized representative of the founding shareholder who is an
organization. Attached is a list of founding shareholders, a list of shareholders who are foreign investors,
and a list of authorized representatives of shareholders who are foreign organizations - all of which are
prepared per a unified form. For social enterprises, it is necessary to add a commitment to implementing
social and environmental goals. In the case of an enterprise converted from a social protection facility,
social fund, or charity fund, it must be accompanied by a decision approving the conversion issued by a
competent authority.

The required documents include valid copies of the following documents: ID card/citizen ID card or valid
passport of individual shareholders. In case the shareholder is an organization, it is necessary to
supplement the Business Registration Certificate (unless the organization is a state agency), along with the
authorization letter and identification documents of the authorized representative. If the enterprise is
established or has the participation of a foreign investor or an economic organization with foreign
investment capital, the application must include the Investment Registration Certificate per the provisions
of the Investment Law and related guiding documents. In case the business owner does not directly carry
out the registration procedure, the authorized person must submit a valid copy of identification documents.
For Vietnamese citizens, it is a valid ID card/citizen ID card or passport; and for foreigners, it is a valid
passport or document replacing a foreign passport. Attached is a document authorizing an individual to
carry out business registration procedures. This document is not required but, if available, must be
notarized or legally certified (Duc, 2022).

4.2 Characteristics of business types

4.2.1 Private company
Definition

A private enterprise is an enterprise owned by an individual who is personally responsible for all activities
of the enterprise with all of his/her assets. A private enterprise is not allowed to issue any type of securities
(Thuvienphapluat, 2022).

Characteristic

The capital of a private enterprise is formed from the assets of a single individual - who is also the owner
and fully responsible for the operations of the enterprise. Unlike other types of enterprises in which many
individuals or organizations contribute capital and have legal status, a private enterprise does not have
legal status, meaning there is no separation of assets between the enterprise and the owner. Therefore, all
business decisions are made by the business owner and this individual must bear unlimited liability, that is,
with all of his or her assets, not just limited to the registered capital contributed to the enterprise.
According to Clause 1, Article 188 of the Enterprise Law 2020, in case the registered capital is not enough
to meet financial obligations, the business owner must still use the uncontributed assets to take
responsibility. In addition, private enterprises are not allowed to issue any type of securities, which limits
the ability to raise capital from outside and expand the scale of operations. Therefore, if they want to grow
their business, business owners are forced to use more personal assets or borrow capital (Loc, 2022).

Advantages and disadvantages

The outstanding advantage of a private enterprise is that there is only one owner, so this person has full
authority to decide on all business activities without consulting others. The capital of the enterprise is
registered by the owner himself, without the need to carry out ownership transfer procedures, thereby
simplifying the establishment and management process. Due to the transparency and high responsibility of
the individual owner, private enterprises often easily build trust with partners and customers, contributing
to limiting risks in the cooperation process. At the same time, with a simple management structure and
fewer legal constraints than other types of enterprises, risk control also becomes easier when there is only
one legal representative.

In addition to the advantages, private enterprises also have many limitations. Because they are owned by
only one individual and there is no capital cooperation, when it is necessary to mobilize large capital to
expand the business, the enterprise often encounters difficulties. Having only one person responsible for
management and decision making can lead to subjectivity and lack of objectivity in operations.
Furthermore, according to the law, private enterprises are not allowed to issue any type of securities,
which hinders capital mobilization from investors. Article 188 of the Enterprise Law 2020 also stipulates
that the owner of a private enterprise cannot concurrently be a business household owner, a general
partner, or the owner of another private enterprise. In addition, because it does not have legal status,
private enterprises are limited in conducting certain transactions according to the law, and the owner of the
enterprise must bear unlimited liability with all of his assets. This means that if a business is unable to pay
its debts, even if it has declared bankruptcy, the owner must still use his assets to pay the debts
(Thuvienphapluat, 2022).

4.2.2 Partnership

Definition

A partnership is a type of company in which members conduct business together under a common
company and are jointly and severally liable for all debts of the company. A partnership, also known as a
limited liability company, is a typical type of personal company. Historically, partnerships were the
earliest to be established, because when people knew how to do business, they probably did business
individually at first. Later, due to the need to do business, they had to associate, so they had to choose
relatives, acquaintances and people they really trusted to do business together (Truong, 2023).

Characteristic

Regarding the number of members in a partnership: A partnership must have at least 2 partners or more.
General partners must be individuals. A partnership company is not limited to the number of general
partners in the company. In addition to general partners, the company may have additional capital-
contributing members. However, the presence of capital contributing members is not mandatory, capital
contributing members may or may not be present. Capital-contributing members can be individuals or
organizations (Truong, 2023).
Regarding the liability of members in a partnership, a general partner shall bear unlimited liability with all
of his assets for the obligations of the company. A general partner shall not be a private business owner or
a general partner of another partnership unless there is consent of all general partners in the company.
They are co-owners of the company and have equal rights in decision-making, regardless of the capital
contribution ratio. General partners are also jointly responsible for performing financial obligations to the
State. In case the company's assets are not enough to pay debts, the general partners shall be responsible
for the loss according to the capital contribution ratio or as agreed in the company's charter. In addition,
they have the right to represent the company legally and directly manage the daily business activities of
the company. Any restrictions on the management rights of a general partner shall only be effective
against a third party if that party is fully aware of this restriction. Capital contributing members, are only
responsible within the scope of the contributed capital and are divided by annual profits corresponding to
the ratio of capital contributed to the company's charter capital (Phan Julie, 2023).

Regarding the transfer of capital contributions in a partnership, a general partner has the right to freely
transfer his capital contributions to other general partners in the company. However, if he wants to transfer
to an organization or individual who is not a general partner, he must have the consent of all remaining
general partners. In case a general partner dies, the heir can only become a general partner if at least three-
quarters of the remaining general partners agree. Conversely, a capital-contributing partner has the right to
transfer his capital contributions to members of the company or outside organizations or individuals
without the consent of the other members.

About legal status: A partnership company has legal status from the date it is issued a business registration
certificate. A partnership has company assets separate from personal assets. Sources of capital formation
include capital contributed by members, including capital contributed by general partners and contributing
members (Phan Julie, 2023).

Regarding capital mobilization: Partnership companies are not allowed to issue any type of securities. The
company can mobilize capital in the form of increasing members' capital contributions or accepting new
members to increase capital contributions; loans; and receive aid

Advantages and disadvantages

The advantage of a partnership is the ability to easily build prestige and trust with customers and business
partners. Due to the small number of members, the management and operation of the company are simple
and not too complicated. General partners are often individuals with professional prestige and high
expertise. Thanks to the unlimited liability of general partners, partnerships can easily borrow capital and
extend debts from credit institutions. In addition, the compact organizational structure and management
apparatus help businesses operate effectively. In addition, a partnership has legal status, contributing to
improving the legality of business activities.

In addition to the advantages, a partnership also has some limitations. Due to the application of the
unlimited liability regime, the risk level for the partners is quite high. The partners are also the legal
representatives and directly manage the business activities, so if there is a disagreement, it will affect the
operation of the enterprise. The ability to mobilize capital is also limited because the company is not
allowed to issue any type of securities. In addition, a partner cannot be a private business owner or a
partner of another partnership without the consent of the remaining members. In case of withdrawal from
the company, the partner is still responsible for debts incurred before the termination of membership
within 2 years. Although the partnership has legal status, because there is no clear separation between
personal assets and company assets, the independence in financial responsibility is still limited
(Luatthanhnien, 2023).

4.2.3 Limited liability company

Definition

A limited liability company (LLC) is a type of business that has legal status and exists independently of
the owner, recognized and protected by law. In which, the owners of the limited liability company are
called "members" and have interests in the business, at the same time, they will be responsible for the
debts of the company corresponding to the capital contribution to the company. The capital contribution of
the members will be based on the charter and the contract committed during the process of forming the
company (Dnse, 2022).

Characteristic

In terms of legal status, a limited liability company has legal status from the time it is granted a Certificate
of Business Registration. As a result, the company owns its assets, has a seal and an independent
headquarters, and can participate in legal relations on its own without depending on the personal status of
the owner. The company also has its charter to distinguish it from other companies of the same or different
types and is organized and operated according to the system prescribed in the Enterprise Law.

Regarding the organizational structure, for a limited liability company with two or more members, the
management apparatus includes the Board of Members, the Chairman of the Board of Members, and the
Director or General Director. The company must have at least one legal representative, holding one of the
following positions: Chairman of the Board of Members, Director or General Director. In the case of a
single-member limited liability company owned by an individual, the organizational model may include
the Company Owner, the Company Chairman appointed by the owner (who may concurrently hold the
position of Director), and the Director hired or concurrently held by the Company Chairman. If the
company is owned by an organization, the organizational structure may include the Company Chairman,
the Director or General Director, or the Board of Members and the Director/General Director. Despite the
difference in operating model, a limited liability company is not required to establish a Board of
Supervisors as is a joint stock company.

In terms of capital mobilization, a limited liability company can do so by borrowing and using credit from
individuals or organizations. In addition, the company is also allowed to issue bonds to increase capital. In
addition, increasing charter capital can be done by raising additional capital from the owner or current
members of the company. For a limited liability company with two or more members, it can accept
additional members to contribute capital to expand the charter capital. However, both a single-member
limited liability company and a limited liability company with two or more members are not allowed to
issue shares. Therefore, the form of issuing securities in the form of certificates, book entries, or electronic
data as in a joint stock company does not apply to this type of enterprise (Duc, 2022).

Advantages and disadvantages

A limited liability company with two or more members has many significant advantages. First of all, this
is a type of business with legal status, allowing the company to independently participate in legal
relationships under its name. Members are only responsible within the scope of their contributed capital,
thereby helping to minimize personal financial risks. Compared to some other types of businesses, the
company has more members contributing capital, thereby creating more abundant capital, creating
favorable conditions for business development. The management process is also more effective thanks to
the participation and contribution of many members. In terms of expansion, the company can increase its
charter capital by increasing the capital contribution of current members, accepting new members, or
issuing bonds. In addition, strict regulations on the transfer and repurchase of capital contributions help
prevent the penetration of competitors or unwanted individuals into the company.

There are not only advantages but also disadvantages such as the limited number of members, a maximum
of only 50 members. If you want to increase or decrease charter capital, you must notify the Business
Registration Office. stricter management of the law than partnerships and private enterprises. Because
shares are not issued, raising capital is also more difficult.
The advantage of a single-member LLC is that it is owned by an individual or an organization, thus having
full authority to decide on all activities of the company. A single-member LLC has legal status, so it is
recognized as a legal entity and can independently participate in relationships on its behalf. The owner is
only liable to the extent of the company's charter capital, thereby limiting the risk for the owner. A single-
member LLC has a tight organizational structure, with a company president, director, or general director.
If the company is owned by an organization, the company will be organized according to the model of a
Board of Members. The company owner has full authority to transfer part or all of the company's charter
capital. The company's charter capital can be increased by contributing additional capital from the owner,
mobilizing additional investment capital from other organizations and individuals, or issuing bonds.

In addition to the advantages, a single-member limited liability company also has some limitations.
Specifically, this type of enterprise is subject to stricter regulation from the legal system than some other
types. The company is not allowed to issue shares to raise capital. In case it wants to raise capital from
other organizations or individuals, the company must carry out procedures to convert to another type of
enterprise such as a joint stock company or a limited liability company with two or more members (Hau,
2019).

4.2.4 Joint-stock company

Definition

A joint stock company is a company in which the charter capital is divided into equal parts, the smallest of
which is called a share; Company members (shareholders) can own one or more shares and are only liable
within the value of the shares they hold; The company has the right to issue shares to raise capital (Truong,
2024).

Characteristic

In essence, a joint stock company is a type of enterprise established based on capital contributions, in
which the identity of the capital contributor is not as important as the value of the capital contribution.
Therefore, a joint stock company has an open capital structure. The charter capital is divided into many
equal parts called shares, each share has a par value expressed in the stock. Capital contributions are made
by purchasing shares, and shareholders can own many shares. The law or the company's charter may limit
the maximum number of shares that a shareholder can hold to avoid an individual controlling the
company. The Enterprise Law does not specifically stipulate the number or value of shares, but according
to the Securities Law, the par value of publicly offered shares must be 10,000 VND. Therefore, joint stock
companies often use this par value to ensure liquidity. Dividing capital into shares is the most basic feature
of this type of enterprise.

Regarding company members, as a type of capital company, according to the corporate legal tradition of
many countries in the world, the regulation of the minimum number of members upon establishment and
throughout the operation process has become a common practice. During the hundreds of years of
existence of the joint stock company, the laws of countries often only stipulate the minimum number of
members, not the maximum number. In Vietnam, the Enterprise Law 2020 stipulates that a joint stock
company must have at least 3 shareholders, and shareholders can be organizations or individuals.
However, along with the development of the economy, corporate law has also changed, breaking some
traditional rules. Currently, some countries have allowed joint stock companies to have only one
shareholder, and at the same time recognized limited liability companies with only one member.

A prominent feature of a joint stock company is the right to freely transfer capital contributions, due to the
nature of a capital company. Capital contributions are expressed through shares and issued in the form of
stocks - a type of commodity that can be freely transferred according to the law, through normal
transactions or the stock market. Regarding liability, a joint stock company is responsible for all of its
assets for debts; meanwhile, shareholders are only responsible within the scope of the contributed capital.
During its operation, the company has the right to issue shares, bonds, convertible bonds, and other types
of securities according to the law and the company's charter (according to Article 112 of the Enterprise
Law 2020). A joint stock company has legal status and is considered a trader in the form of an
organization. Shareholders and company managers do not have the status of traders, but only the legal
representative has the right to transact with the outside. Due to its capital and legal characteristics, a joint
stock company requires a professional organizational structure, separating ownership and management
rights (Truong, 2024).

Advantages and disadvantages

Joint stock companies have many outstanding advantages, of which there will certainly be low risks for
shareholders because they are only responsible within the scope of their capital contribution. High capital
mobilization ability thanks to the issuance of shares, wide mobilization scope, even globally, with an
unlimited number of shareholders. Shareholders can automatically buy, sell, transfer, or inherit shares
through transactions on the stock market. With a large scale of operation, the company can expand its
business in many fields. The distinction between ownership and management rights helps improve
operational efficiency. In addition, the company can still reduce corporate income tax by calculating the
salaries and bonuses of shareholders who hold the function of managing operating costs. Management is
carried out transparently, all decisions are based on shareholder opinions.

Besides, there are also disadvantages of joint stock companies the number of shareholders is large, so the
management and operation of the company is quite complicated. Limited financial and business security
due to having to report publicly to shareholders. The management of financial and accounting regimes of
joint stock companies is also more complicated (Hau, 2019)

V. How businesses raise capital and manage it

5.1 Create capital
a. Share
Shares are a type of security, issued in the form of certificates or book entries, confirming the legal rights
and interests of investors when participating in the business activities of an enterprise. The holder of shares
becomes a shareholder and at the same time the owner of the issuing company (Vndirect, 2024).

There are three common types of preferred shares:

 Dividend preferred shares: are paid higher dividends than common shareholders but are excluded from
the right to vote, attend general meetings of shareholders or nominate people to the Board of Directors
and the Board of Supervisors.
 Redeemable preferred shares: the holder of these shares will have their capital contribution returned by
the company at any time upon request of the owner or under pre-agreed conditions. However, the
holder of these shares is also excluded from the right to vote, attend general meetings of shareholders,
nominate people to the Board of Directors and the Board of Supervisors.
 Voting preferred shares: are shares with more votes than common shares. Voting preferred shares have
other rights like common shareholders including the right to vote, attend general meetings of
shareholders, nominate people to the Board of Directors and the Board of Supervisors, but they cannot
transfer those shares to others (Vnexpress, 2023).

Advantages: Investing in stocks offers attractive profit potential, especially for stocks that have strong
growth in value over time when the company operates effectively. The high liquidity of stocks allows
investors to easily buy and sell on the market, taking advantage of flexible investment opportunities. In
addition, dividends from companies with stable profits create a source of passive income, helping to
increase assets steadily. Diversifying the investment portfolio through stocks is also a smart strategy,
helping to minimize financial risks by allocating capital to many different companies and industries.
Finally, owning stocks not only brings financial profits but also gives investors the right to participate in
important decisions of the company through voting rights, becoming a part of the development of the
business (Thu vien phap luat , 2023)

Disadvantages: Investing in stocks involves significant risks. Market fluctuations can result in the loss of
some or all of the investment capital, requiring investors to have in-depth knowledge and the ability to
continuously monitor the market, which is time-consuming and labor-intensive. Profits from stocks are not
guaranteed and may take a long time to recover capital. Furthermore, transaction fees and taxes can
significantly reduce actual profits. Finally, market sentiment, often driven by panic or rumors, can cause
irrational fluctuations in stock prices, creating unpredictable risks for investors (Thu vien phap luat ,
2023).

b. Bonds
Bonds are securities with a term of 01 year or more issued by an enterprise, confirming the legal rights and
interests of the owner to a part of the debt of the issuing organization (according to Clause 3, Article 4 of
the Securities Law 2019, Clause 6, Article 3 of Decree 155/2020). In other words, a bond is a certificate of
debt obligation of the issuing unit to the bond owner for a specific amount of money (face value of the
bond), within a specified period and with a specified interest rate (Nguyen, 2023).

Advantages: Investing in bonds brings remarkable advantages to investors. Firstly, the interest rate
received is usually fixed and does not depend on the business results of the issuing organization, creating a
stable and predictable source of income. Secondly, bondholders are given priority for payment compared
to shareholders in the event of a business being dissolved or bankrupt, helping to protect investment
capital. Some types of bonds, especially government bonds and local government bonds, are also exempt
from income tax, increasing profits for investors. Finally, the liquidity of bonds is also quite good,
investors can transfer bonds through the exchange or sell them back to the issuing company when
necessary (Phong, 2023).

Disadvantages: However, there are some disadvantages to investing in bonds that need to be considered.
First, bondholders do not have the right to participate in the management decisions of the company,
limiting their ability to influence the business operations. Second, the risk of default is a factor that cannot
be ignored, especially for corporate bonds. If the company encounters financial difficulties, its ability to
repay the debt to bondholders will be affected. Finally, the value of bonds can fluctuate according to
market interest rates. If interest rates increase, the value of the bond decreases, and investors may suffer a
loss if they sell the bond before maturity (Phong, 2023).
5.2 Manage
5.2.1 Share holders
IN UK

In the UK, shareholders are individuals or organizations that own shares in a company and play a key role
in the corporate governance structure. They have the right to attend and vote at General Meetings, where
important decisions such as appointing directors, approving financial statements, paying dividends, or
merging or dissolving the company are made.

In terms of obligations, shareholders are responsible for fully paying the committed share purchase amount
and complying with the provisions of the company's charter as well as current laws, including the
Companies Act 2006. In the event of a company facing financial risks, shareholders are only liable to the
extent of the capital invested.

Shareholders also have certain powers in monitoring the activities of the board of directors through the
right to request information disclosure, make recommendations or request the convening of a shareholders'
meeting if they own 5% or more of the shares. In terms of qualifications, UK law does not require
shareholders to have a certain level of expertise or education to hold shares; any individual or legal entity
with civil capacity can become a shareholder, facilitating capital raising and expanding the scope of
ownership.

IN VIETNAM

Shareholder” means the individual or organization that holds at least a share of a joint stock company

According to Article 115 of the Law on Enterprises 2020, ordinary shareholders have the following basic
rights: to attend, speak and vote at the General Meeting of Shareholders (GMS) directly, through an
authorized representative or in other forms as prescribed by the Company Charter and the law, with each
ordinary share corresponding to one vote; to receive dividends at the level decided by the GMS; to have
priority in purchasing new shares corresponding to the current ownership ratio; to freely transfer shares,
except in cases of restrictions as prescribed in Clause 3, Article 120, Clause 1, Article 127 and relevant
legal provisions; to look up and request correction of personal information in the list of shareholders with
voting rights; to view, look up, extract or copy the Company Charter, minutes and resolutions of the GMS;
and when the company is dissolved or bankrupt, to receive the remaining assets corresponding to the share
ownership ratio.
In addition, shareholders or groups of shareholders owning 5% or more of the total number of common
shares or a smaller percentage if stipulated in the Company Charter have additional rights such as:
reviewing and extracting documents such as minutes and resolutions of the Board of Directors, mid-year
and annual financial reports, reports of the Supervisory Board, contracts and transactions that must be
approved by the Board of Directors, except for documents related to business secrets; requesting the
convening of a General Meeting of Shareholders in cases where the Board of Directors seriously violates
the rights of shareholders, the obligations of managers or makes decisions beyond its authority; requesting
the Supervisory Board to inspect specific issues related to the company's management and operation when
necessary, with a written request containing full personal or organizational information, ownership ratio
and inspection purpose accompanied by relevant evidence; and exercising other rights as prescribed by law
and the Company Charter.

For shareholders or groups of shareholders owning 10% or more of the total number of common shares (or
a smaller percentage according to the Company Charter), they also have the right to nominate people to the
Board of Directors and the Supervisory Board. The nomination must be announced before the opening of
the General Meeting of Shareholders. The number of candidates nominated is based on the decision of the
General Meeting of Shareholders and in case the number of nominated candidates is not enough, the
remaining candidates will be nominated by the Board of Directors, the Supervisory Board and other
shareholders.

Current law does not require shareholders to have certain qualifications to become shareholders. Any
individual or organization, regardless of educational or professional qualifications, can become a
shareholder if they meet the requirements for capital contribution and compliance with the law. However,
in the case of shareholders being elected as members of the Board of Directors or the Supervisory Board,
the company may require standards of capacity, experience, or appropriate professional qualification
(Lawkey , 2021).

5.2.2 Directors
IN UK

In the UK corporate governance system, directors play a central role in directing, supervising and
managing the company. They have a duty to act within the scope of their authority, using their authority to
promote the long-term success of the company. This includes taking into account the interests of
employees, the long-term impact of business decisions, social responsibility, corporate reputation and
fairness between shareholders. In addition, directors must act with care, skill and diligence in their work;
continually improve their own capacity and train their staff. They also have a duty to be independent in
decision-making, avoid conflicts of interest, not accept benefits from third parties unless approved by the
General Meeting of Shareholders, and always be transparent in transactions related to the company.
Powers of directors.

Directors in the UK are empowered to direct and manage the day-to-day operations of a business,
including the power to make strategic decisions, enter into contracts, allocate resources, and act as legal
representatives for the company. However, this power comes with a responsibility to comply with the law,
the company’s charter, and ethical standards. Directors have executive powers but must not exceed their
prescribed authority, especially in transactions involving assets, inside information, or business
opportunities that may lead to conflicts of interest. In the event of a dispute or breach, directors may be
held personally liable if they fail to demonstrate that they have acted by their obligations.

There is no legal requirement for directors of companies to have a specific qualification. However, in
practice, directors often have advanced degrees, particularly in areas such as business administration,
finance, accounting, or law. Having a good academic and professional background helps them to run their
companies effectively, make good decisions, and comply with legal obligations. In addition, specialized
management training programs and professional qualifications are often encouraged to enhance leadership
and risk management capabilities in a complex and competitive business environment such as the UK.

IN VIETNAM

In the organizational structure of enterprises in Vietnam, the Director or General Director is the highest
executive, responsible to the Board of Directors and the law for the organization and operation of the
company's business activities. According to the Enterprise Law 2020 (Article 163, Clause 3), the Director
is obliged to implement the decisions of the Board of Directors, implement business and investment plans,
and propose dividend plans. At the same time, they are responsible for handling arising issues such as
business losses, organizational restructuring or amendments to the company's charter and regulations. The
Director plays the role of a bridge between strategy and operations, ensuring that all activities take place
effectively, in accordance with legal regulations and towards the common interests of the enterprise.

The Director has the authority to decide on matters relating to the daily operations of the enterprise,
including human resource management, issuing labor policies, dismissing subordinate managers, and other
matters not under the authority of the Board of Directors. They are also allowed to coordinate finances,
implement business plans, sign contracts, and represent the enterprise in civil transactions. However, the
power of the Director is limited within the framework of the law, the enterprise's charter, and supervision
from the Board of Directors to ensure transparency and avoid abuse of power.
Currently, Vietnamese law does not specify the minimum educational level for the position of Director or
General Director of an enterprise. However, in practice, enterprises often give priority to appointing
individuals with high professional qualifications, graduates of related fields such as business
administration, finance, law, or engineering, and with practical management experience. Possessing the
right qualifications not only helps directors make the right decisions but also enhances their credibility,
leadership, and risk management capabilities in an increasingly competitive business environment
(Thuvienphapluat, 2020).

5.2.3 Auditors
An auditor is a person with the authority to examine financial documents, confirm their authenticity, and
make sure businesses are following tax regulations. They guard companies against fraud, call attention to
inconsistencies in accounting procedures, and occasionally they provide consulting services, assisting
firms in identifying opportunities to improve operational effectiveness. Auditors operate in a variety of
roles across multiple sectors (Daniel , 2024).

IN UK :

In UK businesses, auditors play a key role in ensuring the transparency and integrity of financial reports.
They are required to examine the company’s accounts objectively and accurately, and then issue a formal
audit report to shareholders. Auditors are also responsible for reviewing stock transactions, cash handling
procedures, and can advise management on business operations. They are required to comply with a duty
of care and must avoid negligent or breach of contract actions, otherwise they may be held liable.

To perform their duties well, auditors in the UK are given considerable statutory powers. They have access
to all company books, documents, and records, and can question employees or company directors when
necessary. These powers are intended to ensure that auditors can accurately assess the financial situation
and detect any irregularities. In case of failure to fully perform their responsibilities, auditors may be
subject to civil liability, or in some serious cases, even criminal liability.

In the UK, to become a professional auditor, individuals need to obtain a certificate from reputable
professional organizations such as ICAEW (The Institute of Chartered Accountants in England and
Wales), ACCA (Association of Chartered Certified Accountants) or ICAS (The Institute of Chartered
Accountants of Scotland). In addition to professional knowledge of accounting, finance, and corporate
law, auditors must also undergo rigorous exams and meet requirements on professional ethics as well as
practical experience before being officially allowed to practice.

IN VIETNAM:
In Vietnam, auditors play an important role in ensuring transparency and demonstrating the legality of
financial activities in enterprises. Auditors often operate through the Audit Committee - a specialized body
under the Board of Directors, consisting of two or more members. The Chairman of the Committee must
be an independent member of the Board of Directors, while the other members must be non-executives.
The Audit Committee is responsible for monitoring the integrity of financial statements, examining the
internal control and risk management systems, and reviewing related party transactions. In addition, they
also monitor the activities of the internal audit department and propose an independent auditing company
and related terms to the Board of Directors and the General Meeting of Shareholders for consideration.

The Audit Committee is given relatively broad power to ensure compliance with the law and internal
regulations of the enterprise. They can directly supervise the objectivity, independence and effectiveness
of the audit process performed by the external audit firm. In cases where the company uses non-audit
services from the audit firm that signed the contract, the Audit Committee has the right to assess the
appropriateness to ensure that there is no conflict of interest. In addition, they can make recommendations
on transactions that need to be approved by the General Meeting of Shareholders or the Board of
Directors.

Auditors in Vietnam must have a high level of professional qualifications, usually a bachelor's or master's
degree in accounting, auditing, finance or economics. To practice legally, they need an auditor certificate
issued by the Ministry of Finance or an equivalent international certificate (for example: ACCA, CPA
Australia). For members of the Audit Committee, especially the Chairman, there are higher requirements
for independence and experience in the field of accounting and finance, ensuring the ability to
independently and objectively evaluate audit activities and corporate governance (Thuvienphapluat, 2020).

5.2.4 Head of General and Legal Department in Vietnam

The Head of the General and Legal Department plays the role of advising and advising the Board of
Directors on legal issues and general operations of the enterprise. This position is responsible for two areas
of work: general (internal management, administration, human resources, information coordination
between departments) and legal (controlling the legality of activities, contracts, documents, disputes, etc.).
This Head of the Department ensures that the enterprise operates in compliance with Vietnamese law,
minimizes legal risks, and supports internal policy planning by current laws.

According to the Law on Enterprises 2020 (Article 12 on principles of enterprise management), the Head
of the General and Legal Department is obliged to organize the implementation of assigned tasks by the
law and the Company's Charter. Specifically, they are responsible for:
Reviewing the legality of documents and contracts before submitting them for signing. Legal advice for
departments on labor law, trade, and protection of business interests. Support in handling disputes,
complaints, and lawsuits (if any). Coordinate with state agencies during inspections and examinations.
Develop, update, and implement internal regulations and rules. In addition, they also ensure the archiving
of documents and reports summarizing the business's operations by the provisions of the 2015 Accounting
Law and the 2011 Archives Law.

Regarding qualifications, the Head of the General and Legal Department often requires a minimum of a
university degree in Law, Administration, Business Administration, or related fields. Many businesses
prioritize candidates with a lawyer's certificate or who have worked in law enforcement agencies, courts,
or law offices. In addition to solid legal knowledge, the person holding this position needs to have good
synthesis, communication, negotiation and decision-making skills, and practical experience in
organizational management and internal conflict resolution.
The Head of the General and Legal Department has the right to propose opinions to the Board of Directors
on legal or internal operational issues. They are allowed to participate in strategic meetings and have the
right to request departments to provide necessary information to serve the inspection and supervision
work. In some enterprises, they are authorized to initial or approve documents and contracts with legal
elements. However, the power of this position is limited within the scope of the company's hierarchy and
must not exceed the authority authorized by the Director or the Board of Directors (Thuvienphapluat,
2020).

VI. Compare alternative dispute resolution options

6.1. Negotiation Alternatives
Negotiation is a method used to resolve disputes and reach an agreement between disputing parties without
the assistance of an independent third party. In this method, parties with opposing interests discuss how to
resolve their dispute (Nguyen, 2024). Characteristics of Negotiation:

Voluntariness: Negotiation emphasizes the voluntariness of the parties. They have the right to accept or
reject the negotiation results and withdraw from the negotiation process at any time.

Flexibility: Negotiations can take place directly between the disputants, or in consultation with a lawyer,
or the parties can negotiate indirectly through a lawyer or other representative. The parties can combine
both methods to negotiate.
Informality and non-adjudication: The parties are free to apply any settlement rules they choose. The
outcome of the negotiation will be agreed upon by the parties together without the need for a neutral third
party.

Confidentiality: The parties have the right to choose whether to negotiate publicly or privately. (Nguyen,
2024) Negotiation has many outstanding advantages, helping disputing parties resolve problems
effectively and flexibly. This is a flexible form of dispute resolution, not bound by rigid procedures as in
litigation. Participation in negotiation is voluntary, not mandatory, creating conditions for parties to
proactively control the process and results. Negotiation results are only binding between the participating
parties, thus demonstrating respect for the free will of the parties. Negotiation also contributes to
maintaining the relationship between the parties, especially useful in long-term partnerships and business
relationships. At the same time, this method also helps save time and costs significantly compared to
bringing the case to court.

Negotiation also has some disadvantages. First, weaker parties may be at a disadvantage in the negotiation
process due to lack of skills or economic and information dependence. Second, negotiation may lack
objectivity and neutrality because there is no independent third party to act as an arbitrator. If the parties
fail to reach an agreement, negotiation may be time-consuming and costly, as it prolongs negotiations
without reaching a final result. Ultimately, this process may prolong the dispute resolution process,
causing delays and affecting the interests of the parties involved. (Nguyen, 2024)

6.2. Mediation
Mediation is an informal and flexible dispute resolution process. In mediation, a neutral person called a
"mediator" helps the parties attempt to reach a mutually acceptable solution to the dispute. The mediator
does not make decisions but facilitates communication between the parties, helping them try to resolve the
dispute through joint sessions and private meetings with the parties (Nguyen, 2024). Characteristics of
mediation. Mediation is a dispute resolution method with distinct features. The parties involved participate
voluntarily and equally in terms of rights and obligations, with no one being forced to use a mediator or
agree to a specific resolution. The mediator does not make decisions for the parties but helps them make
their own decisions. The procedure is flexible, with rules set by the parties themselves, and rarely requires
the application of any rules outside of their agreement. The mediation process is confidential, and the
parties have the right to establish any confidentiality limits they wish. If confidentiality is agreed upon, the
parties and the mediator must sign an enforceable clause regarding this matter. The mediation agreement
must comply with the law, social ethics, and must not avoid obligations or infringe on the rights of third
parties. Furthermore, the mediation costs are generally shared equally among all parties. Mediation is
particularly useful when the parties involved wish to maintain a long-term relationship, as it helps resolve
disputes peacefully and offers an opportunity to rebuild relationships after the conflict.

Advantages and disadvantages of mediation: Mediation offers several advantages, including quick dispute
resolution, friendly and flexible procedures, and the ability for parties to maintain privacy and
confidentiality. Mediation costs are generally lower compared to other dispute resolution methods.
Notably, the parties have the right to decide the outcome of the mediation, which helps preserve their
relationship. Agreements reached during successful mediation can be recognized by the court and become
enforceable.

However, mediation also has some drawbacks. This method of dispute resolution is closed and
confidential, which may lead to negative outcomes or illegal behavior. Mediators do not have the authority
to make binding decisions or impose solutions on the parties, so the dispute resolution process may take
longer. One party can halt the mediation and choose another dispute resolution method, making the
process ineffective. Additionally, there is a concern that the court may not recognize the outcome of
mediation. Parties may also hesitate to disclose legal arguments early on, which could affect their interests
in later stages of the dispute (Nguyen, 2024).

Criteria Negotiation Mediation

Definition A method of resolving disputes A dispute resolution method
without third-party involvement, involving a neutral third party
where the parties discuss directly (mediator) to help the parties reach
to find a solution. an agreement.
Characteristics -High voluntariness - Involves a third-party mediator

-Flexible in terms of methods and - Flexible process, but guided and

process supervised by the mediator

-No third party intervention in the - The mediator does not make
outcome decisions but helps the parties find
a solution
Costs Generally low as there is no third- Costs can be higher depending on
party involvement the mediator's fees and associated
procedures
Power of the No third-party power, the parties Mediator has no decision-making
 Third Party negotiate the outcome on their power but assists in negotiations
own
Confidentiality Parties may choose to negotiate High confidentiality, information is
publicly or privately kept private if agreed by the parties
Resolution Time Can take time if the parties do not Typically faster than litigation, but
reach an agreement may take time depending on the
level of cooperation from the
parties
Legal Binding The outcome is not legally The mediation agreement can be
binding unless the parties agree legally recognized and enforced by
the court if a legal agreement is
reached
Application Suitable for less complex disputes Suitable when parties want to
or when the parties want to maintain a relationship and may
maintain long-term cooperation have more complex issues needing
external support
Advantages -Saves time and costs -Helps preserve the relationship
between the parties, can lead to
- Creates flexibility in agreement
long-term solutions

- Ensures confidentiality and

privacy, less tension than litigation
Disadvantages - Does not guarantee - Mediator has no decision-making
results, may prolong the process if power, may take longer if one
no agreement is reached party is uncooperative

6.3. Conciliation

Concept

Conciliation is one of the Alternative Dispute Resolution (ADR) methods to resolve a commercial dispute.
The parties to the business dissent will appoint a conciliator to help facilitate a commercial settlement. The
conciliator is a neutral third person with no bias towards either commercial party.
Conciliation is similar to mediation for commercial disputes, which is also an ADR method. This is
because the consolidator suggests proposals and offers opinions on the business dissent. They do this after
considering each party's views. However, they are less direct than the mediator and will never impose
these on the commercial parties to the dispute. Instead, the dispute resolution process is encouraged
through negotiation between the parties. The conciliator helps get the parties to discuss the commercial
dispute and guide their discussions. The conciliator will ask settlement the business in dispute to suggest a
which will not bind them.

Characteristic

• Third-party mediation: In mediation, a neutral third party (or parties) is invited to assist the disputing
parties in finding a solution. This third party does not have the power to make a decision, but only helps
the parties discuss, make suggestions and recommendations.

• Voluntary: The mediation process is completely voluntary. The participating parties have the right to
decide whether to continue participating in the mediation or not, and they also have the right to refuse the
mediation results if they do not agree.

• Flexibility: Mediation is a flexible process, without rigid procedures like in litigation. The parties can
freely and proactively discuss the issues they want to resolve. Mediation can take place in many different
spaces (public or private).

• Confidentiality: Mediation takes place in a confidential environment, meaning that information and
discussions between the parties usually will not be disclosed, which helps the parties feel safer and more
comfortable sharing their views and wishes.

• Make recommendations instead of rulings: Although the mediator does not have the power to make
decisions like in arbitration, they can make recommendations for resolving the dispute. These
recommendations are not binding, but can help the disputing parties find a solution that they both accept.

• Aim for a win-win solution: Mediation focuses not only on resolving the dispute but also on helping the
parties maintain or improve their relationship in the future. The goal of mediation is to help the parties find
a solution that benefits all parties, rather than one party winning and one party losing.
• No binding legal action: If the parties do not reach an agreement during mediation, they still have the
option of other dispute resolution methods such as litigation or arbitration. Mediation does not create a
binding legal judgment.

Advantage

Conciliation is more advantageous as a faster way to resolve a commercial dispute than through court
proceedings. Also, preventing litigation reduces costs associated with dispute resolution as it is cheaper
than commercial litigation.

Not only is conciliation advantageous in preventing commercial disputes from settling litigation, but it can
also stop business relations from breaking. Using this method to resolve your business dispute is also
advantageous as it gives you more time to continue your business activities. This is because it takes little
time.

A further advantage of conciliation is that the conciliation process is confidential. This means that if you
and the other commercial party do not come to a settlement, only you two know the reasons for this. Also,
it is advantageous that the conciliator carries out the conciliation in a non-prejudicial manner.

Disadvantages

Like many other commercial disputes, this method has both advantages and disadvantages. Due to the
nature of this dispute resolution mechanism, it can only be effective sometimes. This is because it depends
on both parties being willing to reach an agreement. In addition, businesses in commercial disputes must
respect the mediator because they have authority over the proceedings, which can be difficult. However,
this is necessary for the mediation process to be effective. Using this method for commercial disputes is
sometimes face-to-face only. This can be disadvantageous for businesses because without direct
communication, one party may not understand the other party's point of view.

Content Mediation Conciliation

Definition The process of mediation is Conciliation involves a third
about resolving disputes party who helps settle
between parties with the disputes by persuading both
support of a mediator parties to agree (Agrawal,
(Agrawal, 2024). 2024).
Role of Third Party The mediator facilitates the The conciliator facilitates,
 mediation session without evaluates and intervenes,
imposing solutions offering feasible solutions.
(Agrawal, 2024)..
Regulation Mediators are regulated by Conciliators are regulated by
the Code of Civil Procedure, the Arbitration and
1908 (Agrawal, 2024).. conciliation act,1996
(Agrawal, 2024)..
End Result Mediation aims to reach an Conciliation aims to come to
agreement enforceable by a settlement agreement
law (Agrawal, 2024). executable as a decree of
civil court (Agrawal, 2024).

6.4 Arbitration
Arbitration typically involves settling a legal dispute without going to trial in a public courthouse. Since
trials can be expensive and time-consuming, arbitration can benefit many people. During arbitration, much
as in a courtroom, a third-party listens to both sides of a legal disagreement. The arbitrator issues a
resolution based on the documents provided and the oral statements of each person involved. Arbitration is
often chosen in an effort to reduce legal costs. However, careful consideration is required to determine
whether it is the most beneficial option for a specific legal case. Legal costs can also be more expensive,
depending on how much time the Arbitrator has to spend on the case–because one or both of the parties
has to pay the Arbitrator and his staff (unlike a typical judge, who is funded by taxpayers) (Upcounsel,
2024).

Arbitration has many notable advantages. Arbitration respects the principle of agreement between the
parties, allowing the parties to freely choose the arbitrator as they wish, creating trust in the dispute
resolution process. The arbitration process is conducted in private, helping to keep information
confidential and limit the risk of revealing business secrets. This is also an effective dispute resolution
method, often chosen by the parties in cases where negotiation and conciliation measures do not achieve
results. The arbitrator is an independent and objective third party, so the parties can be assured of fairness
when the dispute is resolved. However, arbitration also has some limitations. As a non-governmental
organization, arbitration does not have state power, so it cannot apply temporary emergency measures on
its own. The arbitration award is final and cannot be re-examined, so if there is an error in the decision, it
will cause great damage to the losing party. In addition, arbitration only has jurisdiction when the parties
have an agreement. Without consensus, this method cannot be applied to resolve disputes (VietAn Law,
2023)

6.5 Tribuna
Court is a method of dispute resolution at a judicial agency on behalf of state power, conducted according
to strict and rigorous procedures and the judgment or decision of the Court on the dispute, if there is no
refusal to comply, will be guaranteed to be enforced by the coercive power of the state. The State issues a
judgment that obliges the parties to comply, including by coercive power, or in other words, business and
commercial disputes are assigned to the Court for resolution according to the procedure called Court
Proceedings.

The method of dispute resolution by the Court is characterized by the operation of the judicial apparatus
and on behalf of state power to issue judgments that the parties must comply with, including by coercive
measures. Therefore, this method not only ensures the strictness of the law but also contributes to raising
awareness of respect for the law in business activities. Moreover, adjudication through many levels helps
ensure the accuracy, fairness and objectivity of the judgment. Another significant advantage is that the cost
of dispute resolution at the Court is much lower than commercial arbitration or international arbitration.
However, this method also has many limitations. First of all, the litigation procedure at the Court is often
lengthy, inflexible and bound by many legal regulations, causing the trial process to be delayed, affecting
the production and business activities of the parties. In addition, the principle of public trial is not suitable
for the characteristics of commercial activities, which can reveal business secrets or damage the reputation
of the enterprise. For disputes with foreign elements, the recognition and enforcement of judgments of
courts in other countries are often difficult due to the need to comply with bilateral agreements or strict
legal principles. Although judges may maintain an objective attitude, they are still bound by the language,
procedural rules and often the same nationality as one of the disputing parties, which partly affects the
neutrality of the dispute resolution process (Dung, 2022).

6.6 Ombudsman
The Ombudsman is an independent institution, established by the government or parliament, to monitor
the activities of administrative agencies and resolve citizen complaints against violations of law or
misconduct. left of these organs (Giang, 2016).

Advantage:

 Independence: Ombudsman operates independently, not influenced by any agency.

 Objectivity: The Ombudsman deals with complaints objectively, fairly and without bias.
  Efficiency: Ombudsman resolves complaints quickly, with cost savings and simple procedures.
 Confidentiality: The Ombudsman keeps the complainant's information confidential.
 Enhance people's trust in the government: Ombudsman contributes to improving the reputation of
the government and increasing people's trust in the government.

Disadvantage:

 Limited powers: The Ombudsman can only make recommendations, and has no power to force
administrative agencies to follow them.
 Difficulty in resolving complex cases: The Ombudsman may have difficulty resolving complex
cases involving multiple administrative agencies.
 Lack of consistency in operations: The Ombudsman's operations in different countries may be
 inconsistent.

6.7 League
An alliance is a cooperation between two or more organizations, businesses, countries or
individuals to achieve one or more common goals that are difficult for the parties to achieve effectively if
they act individually. Alliances can be economic, political, military or social in nature, depending on the
goals and field of activity. Alliances offer many distinct advantages to participating parties. Leveraging
each other’s resources and strengths such as technology, finance, human resources and experience helps
optimize operational efficiency and enhance competitiveness in the market. At the same time, alliances
facilitate access to new markets, especially when working with local partners abroad. In large-scale
projects, alliance parties can share investment costs and risks, thereby reducing the financial burden on
each organization. In addition, alliances also help increase negotiating power, allowing parties to gain a
better position when working with suppliers, customers or government agencies.

6.8. Citizen Advice

Citizen Advice (CA) is a non-profit organization that provides free and confidential advice to
people on many life-related issues (Citizen Advice, 2023). CA operates independently and is not
influenced by any organization.

CA provides consulting services in many areas, including:

 Welfare: Assists people in requesting benefits, financial assistance and other welfare services.
Law: Consulting on legal issues such as housing law, labor law, family law, etc
 Money: Support people in financial management, debt settlement and financial planning for the
future.
  Work: Consulting on employment, job search and career training.
 Consumer: Support people to solve problems related to purchasing, warranty, returning goods, etc.
 Health: Consulting on health issues, health care services and support for people with disabilities.

Advantage:

 Free and confidential: CA consulting services are completely free and confidential, ensuring the
privacy of service users
 Ease of access: CA has an extensive network of over 3,000 offices across the UK, making services
easily accessible.
 Expertise: CA has a team of professionally trained and experienced staff in many fields, ensuring
the provision of high quality consulting services.
 Trusted: CA is a reputable organization with more than 80 years of operation.
 Disadvantage:
 Waiting Times: Due to high demand, there may be waiting times for consultations at CA offices.
 Scope of advice: CA does not provide advice on all issues, for example complex medical issues or
in-depth legal matters.
 Service quality: Service quality may vary depending on each office and consultant.

Conclusion
Through the research process, the report has clarified the proactive solutions affecting business operations,
especially in the key areas: contracts, labor and enterprises. The analysis of different sources of law, along
with the distinction between statutory law and law developed from practice, has helped to form a
comprehensive and systematic view of the current legal basis.At the same time, the report has evaluated
recent innovative methods in Vietnam, thereby pointing out all the integrated methods that need to be
further improved. On that basis, the proposed legal solutions - including important components, mediation
or litigation - are not only feasible but also suitable for the practical operation of enterprises.Finally,
understanding the legal structure and governance mechanism of enterprises plays an important role in
making reasonable and effective strategic decisions and orienting long-term development. This is the
foundation for building a stable, transparent and sustainable business environment.

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INDIVIDUAL REFLECTIVE LOG FOR GROUP PROJECT TEMPLATE

Name: Nguyen Van Tuan
Student ID: BH01902
Group Name: Group 5
Unit: Business Law
Assignment Title: Business Law
Date:17/4/2025

Section 1: Task Completed in the Presentation

Completed Tasks in Presentation

1. Find information p4. Present p5, p6. Edit the article.

2. Create Slides/Speaker Notes

3. Prepare for Presentation

4. Summarize Group Work Experience

5. Self-Assessment

Part 2: Tasks Completed in the Group Report 1. Research Contributions

Each team member completed their assigned tasks and was responsible for their own content. The team
then worked together to review, cross-check, and edit each section to finalize the report. During this
process, I was responsible for gathering information to ensure the content was complete and accurate.

2. Report Compilation Steps

My team asked each member to be responsible for a section of content, then shared a common document
for tracking. Sections were checked for consistency. The entire team then reviewed the member's summary
and the formatted report for finalization. During this process, I was responsible for researching
information, checking content, and assisting with editing to ensure the report was clear and complete.

3. Teamwork

The coordination between members is quite smooth, each person is proactive with their work and ready to
support each other when needed. During the work process, when encountering difficulties such as
duplicate content or inconsistent opinions, we discuss openly and find reasonable solutions. Thanks to that,
the group maintains a spirit of cooperation and completes the report on schedule with good quality.

4. Self-assessment

During the group task, I actively participate in searching and selecting appropriate information, and at the
same time coordinate with members to complete the content according to the set goals. I also take on the
role of supporting the review and editing of the presentation to ensure consistency and professionalism for
the report. However, one of the difficulties I encounter is arranging time between studying and working, so
there is little time, causing personal progress to sometimes not be as expected. Learning from that
experience, I will plan more in detail and allocate time effectively to improve the quality of contributions
in future group activities.

Section 3: Overall Reflection

1. Key Learning Outcomes

The group project has helped me accumulate a lot of important practical knowledge, especially in the legal
fields such as contract law, labor law, corporate law and alternative dispute resolution (ADR). Analyzing
specific cases has broadened my perspective on how the law is applied in practice, as well as the legal and
economic impact on the parties involved.

In addition, I have improved my ability to work in a team, do legal research, think critically and present
clearly and logically. The process of collaborating with members also helped me practice communication
skills, assign work reasonably and resolve conflicts in the group effectively. These are valuable
experiences that will help me be more confident when facing legal situations in the future.

2. Improvements for Future Projects

In future group projects, I will focus more on improving my time management skills, ensuring proactive
discussions and maintaining regular communication with team members. I will also pay more attention to
reviewing content before completion, especially the parts of a complex legal nature, to ensure accuracy
and avoid omissions.