Dinacorp Plc. (Dinacorp) is one of 15, UK listed marine cargo companies, that specialises in point-to-point critical infrastructure materials transport for reconstruction purposes in post conflict transition countries. It has a well - developed logistics network of suppliers for transport of materials and fuel and maintains a large fleet of 85 ships which is 15 percent larger than most of the other operators in this sphere. It allows them to be incredibly cost efficient in their operations and pass on savings to their clients. Although most of its operations take place outside of the EU, Dinacorp maintains a processing factory in County Dublin, Republic of Ireland for the manufacture of rapid use materials in the regions they may operate. However, its distribution logistics hub is in Belfast, Northern Ireland. Dinacorp is concerned about the potential disruptions to this arrangement since January 2021 due to the UK withdrawal from the EU. In order to offset any issues re their Irish network and to carry out their functions more efficiently, Dinacorp, under advice from its lawyers, decided to undertake a partnership with Freya Inc (Freya), a UK and US listed marine cargo company that also specialises in point-to-point critical infrastructure materials transport. Freya has a well - developed infrastructure network of suppliers for transport of materials and fuel. It also maintains exclusive access to key docking berths in ports and harbours around the world where they operate. As a result, Dinacorp's market share has increased from 26 to 42 percent. They are preparing to list on the US stock exchanges and are undertaking pre-listing readiness for Sarbanes-Oxley compliance. Recently, Dinacorp has learnt that two of its close competitors, Termacorp Ltd (Terma) and Hydra Inc Ltd (Hydra), with market shares of 15 percent and 20 percent respectively, have won major contracts with NGOs the Red Cross and Crisis Response to oversee management and delivery of materials for construction projects in previously conflict afflicted areas of Latin America. Dinacorp's board are worried about the market position of the firm going forward considering the contracts secured by Terma and Hydra and its potential impact on their operations. Dinacorp has sent a member of their strategic operations team to meet with members of Terma and Hydra's board. Dinacorp has proposed that the three firms work together in the interests of providing the best service possible in the transport of materials to post conflict territories. Under the proposal, Dinacorp would allow access to their key docking and port facilities provided that Terma and Hydra agree to utilse Dinacorp ships for transport of the materials. A recent report in the media, however, has alleged that Freya and by association Dinacorp were only able to secure access to the key ports by paying substantial fees to several government officials in the foreign countries. There have also been allegations made that Dinacorp has utilised private security contractors to secure the compliance of local authorities. The chairman of Dinacorp has called an unscheduled board meeting to discuss the matter, aware that several shareholders of Dinacorp have already expressed their concern about the share price and the company's reputation. At this meeting, the chief executive officer (CEO) and finance director (CFO) expressed their opinion that there had been no illegal payments made and that the media report was almost certainly false. They did acknowledge that they did not account for them in the periodic and annual financial reports as in their view, it was irrelevant. They were aware however, that certain operations by Dinacorp and its contractors in previous projects in post conflict zones had not fully complied with all necessary standards and principles of good governance advocated by the UK but were fully compliant with local laws and customs. In addition, they highlight that Dinacorp has made considerable efforts in recent years to promote the image of the company as a 'global corporate citizen'. They recognise however, that certain strategic plans may be overly aggressive and intended to utilise their size and financial resources to consolidate their market position before their competitors and to demonstrate such intent to 'would be' entrants to the marine transport market. Having obtained an opinion document from the company's legal advisers, in respect of the proposals with Terma, the acquisition of the port access partnership with Freya and the wider CSR issues and reputational damage considerations, they did not expect any issues arising. The legal advisers had stated that the 'moves were strategically sound from a commercial point of view'. Two non-executive directors (NEDs) were not entirely convinced by the denials of the CEO and finance director and were not reassured by the opinion from the company's legal advisers, which they felt had not taken full account of the legal realities. They insisted on asking for an outside opinion and wanted Counsel's independent view of the legal and commercial risks in this situation. The chairman asks you, as external counsel, to give your views about the following: - Your view as to legal implications surrounding the developments at Dinacorp and whether there was potentially any liability under any legal systems, structures or regulations as a result of its operations and agreements. - Your view as to whether the UK withdrawal from EU will hinder its Irish distribution network. - Your view as to any governance issues that have been raised as a result of their operations and about the appropriate way forward for dealing with them as well as issues in respects compliance with applicable corporate codes. - Your view of the risks and opportunities that the company may need to consider about Corporate Social Responsibility in respects operations in developing countries and post conflict transition zones. Where appropriate, if you consider it would be relevant, give examples of issues that other companies have faced