Business Formation, Company & Securities
Anita’s areas of practice include all aspects of the company law including company law related advisory, structuring, formation & registration, litigation, mergers & acquisitions and shareholder disputes.
Regularly advises on entity registration options and formation/registration of foreign, joint venture and local businesses and representative offices at the Registrar of Joint Stock (RJSC), Board of Investment (BOI) and EPZs. Has assisted in the registration of business in automobile, consultancy, clothing, distribution, ITES (information technology enabled services), investment (asset management and funding), food and beverage, logistics, retail, RMG, telecommunication, trading, transport, travel and real estate sectors in Bangladesh.
Preferred go-to lawyer for Rocket Internet ventures in Bangladesh for company incorporation and intricate company restructuring advice.
Represented international public company in a 3 year start to finish development of a Greenfield Project in Bangladesh (acquisition of land, building of factory, compliance, distribution chain, IP protection, etc.).
Structuring and incorporation of Bangladesh-Japan JV with Japanese logistics giant.
Enlistment of private companies with the Bangladesh Securities and Exchange Commission (BSEC). Recently advised UK based Clarke Energy (authorized distributor of GE equipment in Bangladesh for power plants) on equity/share capital issuance and enlistment at the BSEC.
Filing and representation in company matters at the High Court – cases include minority protection, rectification of share register and amalgamation matters.
Striking off of a subsidiary of an Indian listed IT education and training company.
Winding up, including initiation of creditors’ winding up process.Distributorship & Agency
Drafting of exclusive and non-exclusive distributorship and agency agreements and review of such agreements.
Successfully advised on termination of distributorships of medical equipment and packaged food distribution contracts, representing foreign principals in both transactions.
Setting in place supply-chain contracts for food distribution within Bangladesh.
Advising on claim of compensation for loss incurred by principal.Employment
Advised the world’s leading content marketing platform, a US based company, in implementing the company’s incentive stock option scheme in Bangladesh.
Negotiated a win-win Employee Severance Settlement for employees in a multinational brownfield services company.
Advised a leading international retailer on negotiation and settlement of a complex disciplinary action, drafting of settlement agreement and NDAs.
Advise both employers and employees in wrongful termination claims and disciplinary matters.
Advisory, drafting/review and registering Gratuity and Provident Funds in light of local labour and tax laws.
Review of HR, confidentially, non-disclosure, etc. policies.
Appearance before the BEPZA on employment complaint.Energy, Power, Oil & Gas
Presently assisting and advising on negotiations and documentation in relation to implementation of a 750MW dual fuel Combined Cycle Power plant in Meghnaghat, Narayanganj.
Counsel to Orion Group, a leading industrial conglomerate in Bangladesh building one of the first super-critical coal fired power plants in the country.
Engineering, Procurement and Supervision (EPS) Contract in the construction of a 30,000 MTPA Capacity LPG Terminal/Filling Plant at Mongla Port Industrial Area.
Advised in the development of a 50 MW (Net) capacity based Waste to Electricity (WtE) Generation Plant and other ancillary waste treatment plants on BOO/BOOT basis under Ministry of LGRD & Co-operatives.
Was seconded to Shell and Cairn Energy during the Transfer of Operatorship from Shell to Cairn Energy from 2003-2004.Financing
Advised on term loan Financing to the tune of US$88 million from foreign sources for Orion Group.
Advised Borrower, Golden Harvest Ice Cream Ltd. in Loan Syndication for establishing a premium ice cream plant in Bangladesh. Deal Value BDT 700 million.
Financing of four biogas plants to generate a total of 400 kilowatts of electricity using the slurry produced as a byproduct from the biogas digesters.Franchise
Advised in the licensing of multiple F&B franchises including Fish & Co., Krispy Kreme & The Cream & Fudge Factory.
Assisted numerous franchise businesses with expanding their operations on regional, national and international level, including the creation of franchise, area development, joint venture and related agreements and regulatory compliance.
Assist numerous entrepreneurs in all phases of starting, growing and operating small businesses and related investment opportunities.
Advisory on sub-franchising.
Represented sellers of food & beverage target in sale of shares and transfer of franchise.Litigation
Represented Energypac Bangladesh, a local EPC contractor, in income tax litigation at the High Court of Bangladesh and successfully obtained interim relief against realization of assessed tax for three financial years.
Filed Judicial Review/Writ Petitions in the High Court against Local Authority over advertising standard and licensing.
Co-counsel in Public Interest Litigation (PIL) in which the High Court of the Supreme Court of Bangladesh asked the Directorate General of Health Service to issue necessary guidelines asking hospitals, police and other authorities concerned to provide emergency medical treatment to victims of traffic accidents and also directed the Directorate and Roads and Bridges Ministry to frame guideline on the operation and management of emergency medical services and create awareness of “good Samaritans” : Syed Saifuddin Kamal & anr vs. Bangladesh & ors.
Successfully represented tenderer in challenging the non-issuance of Notification of Award in relation to a weigh scale and electronic ticketing tender for Bangabandhu Bridge at the High Court Division and Appellate Division of the Supreme Court : Computer Network Systems Limited vs. Secretary, Bangladesh Bridge Authority & ors.
Successfully represented tenderer in challenging the decision of a Review Panel in respect of the Tender for procurement of single phase electronic meters from the Rural Electrification Board (REB) : Hosaf Meter Industries Ltd. vs. The Government & ors.
Successfully represented and disposed off judicial review/writ petition relating to customs claim and penalty matter in the High Court Division and Appellate Division of the Supreme Court : M/S Hosaf Meter Industries Ltd. vs. Commissioner of Customs & ors.
Assisting in representing the securities regulator in a number of litigation at the High Court. Was part of the team responsible for drafting and putting into effect a Government Notification regarding holding of AGMs of listed companies in Bangladesh.
Successfully represented respondent in landmark telecommunication dispute at the Supreme Court representing foreign investors in a dispute relating to WIMAX/ISP licensing.
Successfully rectified share register of a public listed company establishing claim of foreign beneficial owners of shares held through sub-custodian of Lehman Brothers Asia wing during global Lehman Brothers bankruptcy filing : Goddard Holding Ltd. vs. RJSC & ors.
Mergers & Acquisitions (M&A)
Advised Ceylon Biscuit, a Sri Lankan fortune 100 company, in establishing a greenfield project in Bangladesh. Deal value of approximately US$15 million.
Represented the CIEL Group (a Mauritius business group) in its acquisition of two garments manufacturers.
Advised in Bangladesh restructuring and implementation of German start-up dynamo Rocket Internet raising its first round of investment for e-commerce marketplace, Daraz, together with leading European law firm Noerr LLP.
Represented SQ Group, a leading Bangladesh garments manufacturer, in detailed and lengthy negotiations with a foreign private equity investor for sale of an equity interest in the company.
Advised leading US based industrial and consumer sewing thread manufacturing company on expansion and lease of industrial premises and utilities.
Advised Japanese conglomerate in conjunction with BMR Legal on establishment of ceramics greenfield project in Bangladesh.
Represented a purchaser in the acquisition of an entity that owns a IGW License/business (Telecommunications). Deal value of over $7 million.
Advised BD Venture Limited, a venture capital firm in its investment in Edtech startup, Eshosikhi.comReal Estate
Due Diligence and Acquisition of 30+ acres of land for industrial park.
Vetting land documents and giving legal opinion on 93 decimals of land to build a readymade garment factory at Tongi, Dhaka. A/C: Meem Sweaters Ltd.
Vetting land documents and giving legal opinion on 8 acres of land to build a knit composite at Savar, Dhaka. A/C: Southwest Composite Ltd.Services and Procurement Contracts
Representation in detailed and lengthy negotiations for Call Centre Outsourcing Agreements with leading telecommunications providers.
