The Justice Corner is a leading law firm in Bangladesh, offering specialized legal services to both local and international clients. We serve as trusted advisors to prominent businesses, companies, and banks.

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Capital Markets & Securities

Capital Markets & Securities Law in Bangladesh 

Navigating the BSEC landscape. Structuring complex capital.

We are one of the few law firms in Bangladesh providing comprehensive legal supervision across the entire spectrum of capital markets. From the initial structuring of an equity offering to defending against regulatory enforcement actions, our team of High Court lawyers ensures that clients operate smoothly within the legal boundaries of the ever-evolving financial sector.

We serve as primary counsel for corporations, Merchant Banks, and Private Investment Companies (PICs), providing the "market knowledge" necessary to navigate the Bangladesh Securities and Exchange Commission (BSEC) and Stock Exchanges.

Core Areas of Practice

1. IPOs, Listings & Equity Securities 

Guiding issuers from "Private" to "Public."

  • Going Public: Assisting clients with every step of the Initial Public Offering (IPO) and Rights Issue process until successful listing on the Dhaka (DSE) or Chittagong (CSE) Stock Exchanges.
  • Prospectus & Due Diligence: Our paralegal and legal staff prepare up-to-date, compliant prospectuses for BSEC submission and conduct rigorous legal due diligence for post-IPO disclosures.
  • Stakeholder Management: Managing interactions with underwriters, regulators, and issue managers to guarantee deal compliance.

2. Debt Securities & Structured Finance 

Beyond equity, we structure complex debt instruments.

  • Bond Issuance: Advisory on the issuance of Corporate Bonds, Debentures, and Infrastructure Finance bonds.
  • Specialized Instruments: Expertise in structuring Islamic Sukuk, Zero-Coupon Bonds (bonds without interest), and other "payable in kind" debt instruments.
  • Regulatory Approval: Securing necessary approvals from the BSEC and managing full compliance obligations for debt listings.

3. Regulatory Compliance & Advisory

 Staying within the "Safe Harbor" of the law.

  • Ongoing Reporting: Ensuring listed companies and corporate secretaries comply with mandatory reporting gaps, announcements, and "Safe Harbor" disclosures.
  • Market Integrity: Advising on restrictions against Insider Trading, fraud prevention, and the rights of controlling stakeholders.
  • M&A & Takeovers: Navigating the complex rules regulating corporate takeovers and business management roles for listed entities.

4. Securities Litigation & Enforcement Defense 

When the regulator or the market takes action against you.

  • BSEC Enforcement: Defending clients subject to audit, investigation, or hearing processes launched by the BSEC.
  • Market Manipulation Defense: Representing clients against claims involving alleged market manipulation or fraudulent misrepresentation during securities issuance.
  • Shareholder Actions: Defending against shareholder derivative actions and pursuing appeals in the High Court regarding BSEC penalties.

5. Common Legal Disputes in Capital Markets

The capital market is a high-stakes environment where disputes often involve substantial financial liability and reputational risk. Our firm handles these complex litigations by leveraging specific provisions of Bangladeshi securities law.

A. Market Manipulation & Fraudulent Schemes

These disputes arise when individuals or entities are accused of artificially inflating or deflating stock prices to mislead investors.

A. Nature of Dispute:

  • Price Rigging: Allegations of creating a false appearance of active trading (e.g., wash sales or circular trading).
  • Misleading Statements: Disputes over false statements made to induce the sale or purchase of securities.
  • Fictitious Quotations: Claims involving the submission of fake buy/sell orders to manipulate market depth.
  • Key Legal Provisions:
    • Securities and Exchange Ordinance, 1969 (Section 17): Strictly prohibits fraudulent acts, including employing any device, scheme, or artifice to defraud. It explicitly bans creating a false or misleading appearance of active trading.
    • Section 24 (Penalties): Specifies that contravention of Section 17 is punishable by imprisonment up to five years or a fine not less than Taka five lakh.

B. Insider Trading Allegations

Disputes regarding the unlawful use of "Unpublished Price Sensitive Information" (PSI) by directors, sponsors, or auditors to trade shares before the information is public.

  • Nature of Dispute:
    • Beneficiary Trading: Defending or prosecuting cases where a "beneficiary" (director/officer) trades based on undisclosed financial reports or dividend decisions.
    • Disclosure Failures: Disputes arising from a company's failure to "promptly inform" the exchange of material events (e.g., asset loss, new agreements).
  • Key Legal Provisions:
    • Prohibition of Insider Trading Rules, 2022: Defines who qualifies as an "insider" and what constitutes "Price Sensitive Information" (e.g., changes in financial condition, capital structure).
    • Securities and Exchange Ordinance, 1969 (Section 19B): Criminalizes the disclosure of confidential information for profit, setting penalties for those who leak or use inside information.

C. Regulatory Enforcement & Penalty Appeals

These are administrative disputes between market participants (brokers, issuers) and the regulator (BSEC) regarding compliance failures.

  • Nature of Dispute:
    • Non-Compliance Penalties: Appeals against fines imposed for failure to submit financial statements or furnish required documents.
    • Writ Petitions: Challenging BSEC orders in the High Court when procedural fairness (natural justice) is denied during hearings.
  • Key Legal Provisions:
    • Securities and Exchange Ordinance, 1969 (Section 22): Grants the BSEC power to impose penalties for refusal to furnish information or comply with orders, provided the accused is given an "opportunity of being heard".
    • Section 22A (Restriction on Suits): A critical provision stating that no legal proceeding can be brought to challenge a BSEC penalty order unless 15% of the penalty amount is first deposited with the Commission.

D. Investor & Shareholder Claims

Civil disputes where investors seek compensation for losses caused by negligence or breach of contract.

  • Nature of Dispute:
    • Civil Liability for Misrepresentation: Investors suing issuers for false statements in a prospectus or report.
    • Broker-Client Disputes: Conflicts over unauthorized trading in client accounts or disputes regarding margin loans and interest rates.
    • Unpaid Dividends: Actions against companies failing to distribute declared dividends or interest on bonds.
  • Key Legal Provisions:
    • Securities and Exchange Ordinance, 1969 (Section 23): Establishes "Civil Liabilities," allowing any person who purchased securities in reliance on a false statement or fraudulent act to sue for damages. It holds directors and controllers jointly and severally liable.
    • Margin Loan Directives: Various BSEC directives regulate the maximum limit of credit facilities and margin loan ratios, often central to disputes between merchant banks and clients.

Why Clients Trust The Justice Corner?

Strategic Position, Total Coverage. Situated near the High Court Division, we possess a strategic advantage for both transactional and litigation-based work. Unlike pure consultancy firms, we can take a conflict from the boardroom to the courtroom. We are long-term partners, managing risk in Bangladesh’s financial markets so you can focus on raising capital.