Company Law & M&A.
Corporate Architects. Deal Makers. Litigators:
From the first Board Resolution to the final exit strategy, we provide the legal infrastructure that allows businesses to scale. In Bangladesh’s regulatory environment, "Corporate Law" is often reduced to mere filing. At the Justice Corner, we go further. We engineer ownership structures, execute complex cross-border acquisitions, and fight for shareholder rights in the High Court.
We act as the external General Counsel for leading conglomerates, startups, and foreign investors, ensuring that their commercial ambition is backed by legal solidity.
Core Areas of Practice:
Mergers, Acquisitions & Restructuring (M&A)
We manage the deal lifecycle, from Term Sheet to Closing.
- Due Diligence: Conducting forensic legal audits of target companies to uncover hidden liabilities, regulatory breaches, and litigation risks before you sign the check.
- Transaction Documentation: Drafting and negotiating Share Purchase Agreements (SPA), Asset Transfer Deeds, and Shareholders' Agreements (SHA) that protect your investment.
- Amalgamation & Demerger: Navigating the High Court process for statutory mergers and corporate restructuring under the Companies Act, 1994.
- BSEC & Regulatory Approvals: Securing necessary permissions from the Bangladesh Securities and Exchange Commission (BSEC) for capital raising and equity transfers.
Foreign Direct Investment (FDI) & Market Entry
Your bridge to doing business in Bangladesh.
- Entity Setup: Advising on the optimal entry vehicle—whether a Private Limited Company, Branch Office, or Liaison Office.
- BIDA Services: Handling the full spectrum of Bangladesh Investment Development Authority (BIDA) permissions, including work permits for expatriates, remittance of royalties/profits, and industrial registration.
- Cross-Border Capital: Structuring foreign equity injection and foreign loan financing in compliance with Central Bank (Bangladesh Bank) regulations.
Shareholder Disputes & Company Litigation
When the boardroom becomes a battlefield.
- Minority Protection (Section 233): Filing petitions in the High Court Company Bench to protect minority shareholders from "Oppression and Mismanagement" by the majority.
- Rectification of Share Register (Section 43): Litigation to correct fraudulent share transfers or recover illegally sold shares.
- Boardroom Battles: Strategic counsel during hostile board takeovers, removal of Directors, and disputed AGMs/EGMs.
Insolvency & Winding Up
Managing the exit with dignity and legal precision.
- Voluntary Winding Up: Guiding solvent companies through the Members' Voluntary Winding Up process to close operations cleanly.
- Liquidation by Court: Representing creditors or companies in insolvency petitions to appoint a Liquidator and distribute assets.
Corporate Governance & Secretarial Compliance
Keeping your company "Audit-Ready."
- RJSC Compliance: Managing the routine but critical filings of Annual Returns (Schedule X), changes in directorship (Form XII), and capital increases to prevent penalties.
- Drafting Constitutional Documents: Tailoring the Memorandum and Articles of Association (MoA/AoA) to reflect specific management rights, voting powers, and exit clauses.
Why Choose The Justice Corner?
Business First, Law Second. We do not write 50-page memos that say "maybe." We give you commercial answers. Whether structuring a Joint Venture with a foreign partner or defending a Director from criminal liability, our advice is practical, actionable, and aligned with your bottom line.
Client Asset: The "Startup Pack" Blurb
For Startups & Founders: "The Launchpad" Founders often ignore legal paperwork until they raise funds—and then it’s too late. We offer a specialized support tier for high-growth startups:
- Founder Agreements: Vesting schedules and "Cliff" periods to ensure co-founders stay committed.
- IP Assignment: Ensuring the code/brand belongs to the Company, not the freelancer.
- Fundraising Support: Reviewing SAFE notes, Convertible Notes, and Term Sheets from VCs to ensure you don't dilute your equity too cheaply.