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1) We are looking for candidates to join our legal team as a legal intern or trainee. If you are interested, please read through the below and follow the instructions.
For internship position
a) Company A is a joint stock company. The Board of Directors (Hội Đồng Quản trị) of A has four members of which B is the Chairman. B plans to pass a decision of the Board to approve a loan contract by way of collecting written opinions from members of the Board. All four members send their votes to A. Two members including B approve, and two members reject the contract. Based on Article 153.8 of the Enterprise Law 2014, B decided that the Board has duly approved the loan contract.
If you are lawyers for the two dissenting Board members, please advise them on how to invalidate the Board resolution approved in the manner above. In order to do so, please specify the legal basis for invalidating the Board resolution.
For this question and for all other questions, please assume that A’s charter is the same as the Enterprises Law 2014.
b) Company A has four shareholders of which B is also the largest shareholder with 51% voting rights. B wants A to issue new ordinary shares to a new investor (C) so that C will own 10% shares in A but the remaining shareholders do not agree with B.
If you are lawyers for B, please advise B on how to obtain a valid shareholder resolution approving the issuance of new shares to C.
If you are lawyers for the minority shareholders, please advise them how to block B’s action.
For trainee position
c) Please answer questions 2.1 and 2.2 for internship position.
d) Regarding to the situation at 2.1, after the Board approves the loan agreement at 2.1 and C becomes a shareholder in A and participate in the Board of A. As a result, A has five Board directors. The two dissenting Board members at 2.1 managed to convince another Board member to change his support for B. As a result only B as the Board’s chairman and the new Board director from C support the loan contract. The three Board members wish to pass a resolution to revoke the resolution approving the loan agreement and to dismiss B as chairman of the Board.
If you are lawyers for the two dissenting Board members, please advise them how to achieve their goal.
If you are lawyers for B and C, please advise B and C on how to block the challenges from the three dissenting Board members.
a) the answers to questions for the respective positions; and
b) your Curriculum Vitae including at least the following:
i) name, address and year of birth;
ii) profile picture; and
iii) education background and extra-curriculum activities since high school; and
iv) a short write up about what you expect from being a lawyer.
You can write to us either in Vietnamese or English.
Venture North Law is a Vietnam business law firm established and lead by Nguyen Quang Vu, an experienced business lawyer in Vietnam.
Please find below some recommendation from Vu’s colleagues:
Viet Khuat - Lead Counsel for Vietnam, Thailand & Myanmar markets, Syngenta Vietnam Ltd
“Vu is a very experienced corporate lawyer with great technical skills who always challenges the status quo to find solutions to clients from different angles. He also has the ability to clarify complex issues using simple words and is a great mentor to young lawyers who seek to sharpen their skills.”
Tra Tran - Legal & Government Affairs Officer at Ford Vietnam
“….. It is undoubted that Vu has been one of my greatest mentors in the legal professional field. He is exactly the person who taught me a lot at my very first beginning days of this tough field. Who I am and what I have today have been developed mainly based on the experience I have learned from him. He is, of course, not only a good boss but an experienced attorney-at-law also. So there would be no surprise should anyone who has a chance to work under his supervision could grow and achieve fast.”
Thao Tran - Associate at Nagashima Ohno & Tsunematsu
“I have had the privilege of working at VILAF under Mr. Vu’s direct supervision for more than three years …... I find him to be a great mentor, a considerate boss and most importantly a knowledgeable legal practitioner who has always been an inspiration to all young lawyers including me. His meticulousness, profound insights of laws and constant willingness to share his knowledge with others are exemplary and highly appreciated by everyone who has the opportunity to work with him ….”