Anita Ghazi Rahman

LL.B. (Hons), University College London (UCL)
Barrister-at-Law, of Lincoln’s Inn
Advocate, Supreme Court of Bangladesh

M: +8801713036917
E: anita@legalcirclebd.com

Anita Ghazi Rahman defines law as her calling. She obtained her LL.B. (Hons) degree from University College London (UCL) in 2002 and was called to the Bar of England and Wales from Lincoln’s Inn in July 2003, completing her Bar Vocational Course with “Merit” from The College of Law. Anita qualified as an Advocate in Bangladesh in 2004, as Advocate of the High Court Division of Bangladesh Supreme Court in 2006 and as Advocate of the apex Court, the Appellate Division of the Bangladesh Supreme Court in 2018.

Anita focuses her practice on company, general corporate law and dispute resolution. She provides corporate and transactional advice with respect to business formation, employment, financing, IP, services and procurement contracts, joint ventures, mergers & acquisitions and other business restructurings and also advises on the acquisition, development, and disposition of commercial, industrial and residential real estate. Anita heads the firm’s Litigation practice.

Anita has been listed amongst the “Inspiring individuals to follow in 2015 in Bangladesh” in Dhaka Tribune, Future Startup’s “15 Under 35 For 2015: Entrepreneurs, Trailblazers, Mold-Breakers Of Bangladesh” and has been featured in the book "From Stones to Castles : In conversation with 16 inspiring personalities of Bangladesh" and “Aine Tarunno”. She is a Asia 21 Young Leader for the Class of 2016 (http://asiasociety.org/asia21-young-leaders) and one of the initial signatories to the Belt & Road Legal Service International Cooperation Platform.

Anita is the Founder of The Legal Circle and Founder of Think Legal Bangladesh (www.thinklegalbangladesh.com - the first of its kind, free open and crowd-sourced web-based legal resources platform), as well as the Founder and Publisher of Legal Circle Law Reports (LCLR).

Anita Ghazi Rahman serves on the Boards of a number of non-profits and professional associations, and Mentors for national and international incubator and accelerator programmes. Anita is an active mentor in the startup ecosystem since its nascent stages; and frequently mentors for BetterStories, Founders’ Institute, GP Accelerator, LightCastle Center for Advanced Learning, Seedstars, Startup Dhaka, YGAP and BYLC Ventures, among others. She sits on the Board of Bangladesh Angels Network (BAN).

Anita is an Independent Director of Chittagong Stock Exchange, previously having served as Independent Director of Golden Harvest Agro Industries Limited, and is a Member of the National Advisory Board for Impact Investment in Bangladesh.

She serves on the Board of iSocial, a social impact company empowering communities through women entrepreneurship, on the boards of Jaago Foundation and Samdani Art Foundation, spearheading the bi-annual Dhaka Art Summit (DAS).

The Legal Circle is committed to giving back and Anita Ghazi has an established reputation for her pro bono work, spending a substantial amount of time on helping initiatives she finds are capable of making a difference for a better Bangladesh. She regularly advises home grown not-for-profits and also foreign NGOs, non-profits and donor agencies, the latter through iProbono and Thomson Reuters Foundation.

Recent Representative Matters:

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.com
    • Real 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.

    • Speaking Engagements:

    1. Mentor & Director, Founder Institute, Bangladesh Chapter (fi.co), the world’s largest entrepreneur training program.
    2. Mentor, Grameen Phone Accelerator (gpa.co), 3rd batch, "Startup Legal", 23 March 2017.
    3. Speaker, School of Entrepreneurship Lecture Series, "Intellectual Property", 4 February 2017. Organised by Junction Ventures.
    4. Panelist, "The State of Social Enterprise in Bangladesh" , 9 October 2016. Organised by the British Council.
    5. Mentor, Grameen Phone Accelerator (gpa.co), 2nd batch, "Startup Legal and Intellectual Property", 27 September 2016.
    6. Speaker at “Legal Framework for Entrepreneurs”, 6 February, 2016. Event organized by Bangladesh Startup Lab.
    7. Panelist, “Tech Women Conference at Digital World 2015”, 9 February, 2015.
    8. Speaker at the “GIST Bangladesh Startup Boot Camp”, May 22-24, 2014.
    9. Panelist, “E-Learning in Bangladesh”, 13 December 2014.
    10. Mentor, “Legal Workshop for Startups”, at GrameenPhone presents Innovation Xtreme, 22 November 2014.
    11. “Corporate Law and Public-Private Cooperation in Political Development”, Co-Speaker at the Joint IPSA Conference in Bangladesh, 2014.
    12. “Access to Laws Online”, Featured Speaker at TEDxDhaka, 2012.
    13. “Mitigating risk and fraud successfully”, Speaking Engagement for Prepaid Cards Asia Conference 2010, Singapore.

    Publications:

    1. Publisher & Co-Editor of LCLR (Legal Circle Law Reports), a quarterly law report.
    2. Editor of Think Legal Bangladesh – thinklegalbangladesh.com. Think Legal is one of the first free legal resource websites in Bangladesh.
    3. "Framing a social enterprise law", published in The Daily Star on 13 June 2017.
    4. Lead Author of Bangladesh Section of "The Employment Law Review", 8th Edition.
    5. Co-Author of Bangladesh Section of “The International Comparative Guide to: Project Finance 2016 & 2017”, published by the Global Legal Group.
    6. Co-Author of Bangladesh Section of “Laws on Telecom and Media 2013”, Getting the Deal Through.
    7. “Cross Border Merger and Acquisitions – the new frontier”, written in conjunction with Mr. Masud Khan. Published in The Financial Express on 26 May 2010.
    8. “An easy conversion”, published in The Daily Star on 25 May 2010.

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