Corporate & Commercial

1. Company Formation and Structuring

• Incorporation of Companies: Corporate lawyers assist clients in registering their companies with the Registrar of Joint Stock Companies and Firms (RJSC). This includes advising on the legal requirements for different types of companies, such as limited liability companies (LLCs), joint-stock companies, and foreign companies under the Companies Act, 1994 as amended in 2000.
• Company Structuring: Legal experts help clients choose the right corporate structure based on their business goals. They provide advice on capital structure, shareholders, directors, and ownership distribution.
• Drafting of Corporate Documents: This includes the preparation of articles of association, memorandum of association, and bylaws, which govern the operations and management of the company.

1. Corporate Governance

• Board and Shareholder Meetings: Legal counsel helps businesses ensure compliance with laws related to board meetings, shareholder rights, and company resolutions.
• Director Duties and Responsibilities: Lawyers guide corporate officers on their duties, including fiduciary duties, compliance with the Companies Act, 1994, and ethical standards.
• Compliance with Regulatory Authorities: Companies in Bangladesh must comply with the regulations of the Bangladesh Securities and Exchange Commission (BSEC), Bangladesh Bank, and other relevant authorities. Corporate legal services include ensuring that businesses meet these requirements.

1. Mergers, Acquisitions, and Corporate Restructuring

• Mergers and Acquisitions (M&A): Lawyers assist clients in executing M&A transactions, which include due diligence, structuring, negotiations, drafting agreements, and handling regulatory approvals from the BSEC and Competition Commission of Bangladesh.
• Corporate Restructuring: Legal advisors help clients restructure their businesses, whether through asset sales, mergers, or debt restructuring, to improve operational efficiency or to comply with changing market conditions.

1. Corporate Finance and Securities Law

• Private Placements and Initial Public Offerings (IPOs): Corporate lawyers assist clients in raising capital through private placements or public offerings of shares. This involves compliance with the Securities and Exchange Ordinance, 1969, and other regulations of the BSEC.
• Debt Financing: Legal services extend to drafting and negotiating loan agreements, bonds, and other debt instruments, as well as ensuring that the business complies with Bangladesh Bank regulations.

1. Compliance and Regulatory Matters

• Legal Compliance: Bangladesh has a broad range of regulations governing businesses, such as labor laws, environmental regulations, and sector-specific laws (e.g., banking, telecommunications). Corporate lawyers help clients navigate these rules to avoid penalties.
• Taxation and Transfer Pricing: Lawyers assist clients with tax planning, compliance with the Income Tax Ordinance, 1984, and dealing with transfer pricing issues in line with the National Board of Revenue (NBR) regulations.

Commercial Legal Services in Bangladesh

Commercial legal services focus on the legal aspects of business transactions, contracts, and operations in the marketplace. These services ensure that businesses can operate smoothly, manage risks, and protect their commercial interests.

1. Contract Law and Commercial Agreements

• Drafting and Negotiating Contracts: Commercial lawyers in Bangladesh play a critical role in drafting and negotiating contracts between businesses and third parties. These contracts include sale and purchase agreements, distribution agreements, joint ventures, and licensing contracts.
• Contract Review and Risk Mitigation: Legal advisors help clients assess the risks associated with contractual agreements and ensure that terms are favorable to their business interests.

1. Commercial Dispute Resolution

• Litigation: If commercial disputes escalate, corporate lawyers represent clients in civil and commercial litigation. This includes disputes over breach of contract, employment issues, and intellectual property rights. Lawyers navigate Bangladesh’s court system, including the Commercial Court Division of the High Court Division of the Supreme Court.
• Alternative Dispute Resolution (ADR): Many businesses prefer ADR methods like arbitration and mediation to settle disputes without the cost and time associated with formal litigation. Legal advisors help clients choose the best form of dispute resolution.
• Enforcement of Judgments: In case of favorable court rulings, legal teams assist clients in enforcing judgments, including the recovery of debts, property disputes, and the enforcement of arbitration awards.

1. Intellectual Property (IP) Protection

• Trademark, Patent, and Copyright Registration: Legal services include assisting clients with the registration of trademarks, patents, and copyrights with the Department of Patents, Designs and Trademarks (DPDT). This helps protect intellectual property and prevent infringement.
• IP Litigation: In case of infringement, legal advisors handle disputes related to intellectual property, including trademark, patent, and copyright infringement cases. They also handle issues related to unfair competition.
• Licensing and Franchising: Lawyers assist businesses in creating IP licensing agreements, franchising contracts, and technology transfer agreements to ensure that their intellectual property is commercially exploited while protecting their rights.

1. Competition and Antitrust Law

• Antitrust and Competition Compliance: Under the Competition Act, 2012, businesses in Bangladesh are prohibited from engaging in anti-competitive practices such as monopolistic behaviors, price-fixing, and market manipulation. Commercial lawyers help businesses comply with these regulations.
• Regulatory Approvals for Mergers and Acquisitions: Legal teams assist clients with obtaining approvals from the Competition Commission of Bangladesh for mergers or acquisitions that may affect market competition.

1. Employment Law and Labor Relations

• Employment Contracts: Lawyers draft employment contracts and advise businesses on employee rights, wages, benefits, and other conditions in accordance with the Bangladesh Labor Act, 2006.
• Employment Disputes: Legal services extend to resolving disputes between employers and employees, including issues related to wrongful termination, severance pay, and workplace safety.
• Compliance with Labor Laws: Lawyers ensure that businesses comply with labor regulations concerning worker protection, working hours, unionization, and occupational health and safety standards.