Vertex Chambers

Corporate representation and advisory services form a substantial part of our practice. These include advising clients on corporate governance, boardroom disputes, M&A, buyouts (both MBOs and LBOs), hedge fund, private equity and venture capital matters, stock option, directors’ duties and shareholders’ disputes, restructuring and amalgamation and general corporate matters. Recent work includes:

Drafting and advisory services in connection with the acquisition of a local advertising firm in Bangladesh by Ogilvy and Mather, the leading international advertising agency.

Advising a leading Bangladeshi trading company in connection with its share sale transaction with a leading Danish company.

Advising a leading pharmaceutical company in connection with its proposed employee stock option plan.

Advising a leading NGO on restructuring its international operation.

Advising a leading merchant banking company on various corporate finance and debt finance issues.

Advising a private equity fund on all aspects of its portfolio investments in Bangladesh.

Advising IFC on all aspects of some of its equity investment and debt instrument transactions in Bangladesh.

Advising a leading foreign FMCG manufacturer on the acquisition of listed securities under the Takeover Rules.

Advising a SME private equity fund on its exit from a listed company under the Takeover Rules.

Advising a corporate advisory firm on all aspects of a share subscription transaction in a leading IT company.

Advising a French-Bangladesh joint venture on all aspects of its proposed operation in Mobile Financial Services.

Advised the investment arm of a multilateral donor agency on its USD 10 million equity investment in a leading Mobile Financial Services provider in Bangladesh.

Advising one of the Big-four accounting firms on various aspects on Bangladeshi corporate, tax and employment law.

Represented and advised a leading Bangladesh ready-made garments (RMG) manufacturing group on all aspects of its issuance of preferred stock in favour of a leading Japanese RMG conglomerate.

Advising BRAC’s Human Rights and Legal Services – the largest non-governmental legal aid program in the world – on the legal effect of providing legal services through its panel lawyers.

Advising BRAC on drafting the entire spectrum of its corporate governance policies (16 policies) in line with international standards and local laws.

Advised a leading micro-credit organization in Bangladesh (RDRS) on amending its rules and regulations.

Advised leading developer companies and insurance companies regarding various employment issues such as termination and dismissal of workers under the labor laws of Bangladesh.

Assisted and advised an international NGO on restructuring, reforming and drafting its human resource policy and other employment law issues.

Successfully represented the national flag carrier Biman Bangladesh Airlines in one of the largest class action proceedings before the High Court Division of the Supreme Court of Bangladesh involving challenge by around 1400 employees to the implementation of Voluntary Retirement Scheme (VRS) program by the client. The court after substantial hearing of the case on contest declared the VRS program valid. The case settled important legal principles involving, amongst others, the legal nature and extent of VRS programs, and the circumstances in which a workman or employee could be bound by such program. This case is reported in 1 LCLR (2012) 102.

We advise both local and international corporate bodies on various aspects of intellectual property laws, including passing off, copyright, industrial design and trade mark matters. Recent work includes:

Advising and successfully representing an international advertising agency before the local Court in an action for the unauthorized use of its name and logo.

Advising a leading software company on the copyright issues in connection with remixed songs.

Advising a local social business involved in health sector on structuring its tele-medicine and IT enabled remote access medical services under the laws of Bangladesh.

Our Litigation and Dispute Resolution practice is divided into 4 broad categories:

Arbitration:

We regularly advise and represent clients in arbitrations touching upon the broad areas of corporate and commercial laws. Some of our recent works include:

• Representing a leading cotton company in arbitration proceedings before the International Cotton Association, Liverpool, England.
• Representing a shipping company in arbitration proceedings in its US $11 million claim against Bangladesh Petroleum Corporation.
• Represented landowners in arbitration against a real estate developer in a US $30 million joint venture construction dispute.
• Represented one of the leading power generation companies in arbitration proceedings against a foreign service provider‟s claim of US $2.9 million.

Appellate Practice:

Our members have successfully represented corporate and local bodies in appellate proceedings before the Supreme Court of Bangladesh, both the High Court Division and the Appellate Division. Some of our recent works include:

• Zahid Hossain v. Syed Fazlul Kader 31 BLD (HCD) 346: Successfully representing landowners in a Civil Revision application dealing with disputed claims of ownership. Issues involved the interpretation of sections 48 and 78 of the Transfer of Property Act 1882 in the context of priority of disputed sale deeds.
• Khaled Rab v. Bangladesh Jute Mills Corporation 23 BLC 793: Successfully represented the client on a dispute regarding survival and assignability of an arbitration clause.
• Successfully representing an airline company in the Appellate Division of the Supreme Court of Bangladesh in the very first case concerning the interpretation of the Warsaw Convention as incorporated in Bangladesh law.

Judicial Review:

We have extensive experience in Judicial Review proceedings before the High Court Division of the Supreme Court of Bangladesh. Our members have been involved in some of the leading reported cases dealing with various issues of judicial review. Some of the cases where our members have been successfully involved are:

• Grameenphone Limited v. Bangladesh Telecommunication Regulatory
  Commission (BTRC) 25 BLC (2020) 455: Successfully represented Grameenphone Limited (GP) in a seminal case where the High Court Division held that the fine imposition by BTRC of BDT 300 million (30 crore) on GP in 2016 and 2017 through three letters was illegal.
• Syed Fazlul Quader v. Chittagong Development Authority 29 BLD (HCD) 720: A leading judicial review case concerning allotment of leasehold property.
• Rupali Health Care Foundation v. Government of Bangladesh: Successfully represented the World Bank Group (WBG) in an application for striking out the name of  WBG as a respondent from the writ petition.
• Sajida Foundation v. The Post Office Savings Bank and others 2011 BLD (HCD) 31: A judicial review before the High Court Division concerning the scope and ambit of the provision of Bangladesh Post Office Savings Bank Rules 1893. This is the only case dealing with the interpretation of various provisions of Bangladesh Post Office Savings Bank Rules read with the Income Tax Ordinance 1983 concerning the taxability on the interest accrued in a fixed deposit account.
• Signage v. The Commissioner of Customs 64 DLR 137: A judicial review application on the interpretation of the term ‘advertising agency’ as defined by the VAT Act 1991. This is the seminal case on this issue.
• British American Tobacco Bangladesh v. National Board of Revenue: A judicial review application as the lead counsel against the order of VAT demand by the National Board of Revenue for an amount of around US $18 million.
• Tanvir Quader and others v. Bangladesh and others: A judicial review application successfully challenging the charging of tuition fees by private schools for online classes during Covid-19 period in violation of Registration of Private Schools Ordinance, 1962,বেসরকারি বিদ্যালয় নিবন্ধন বিধিমালা, ২০১৭ and the United Nations Convention on the Rights of the Child 1989. The High Court Division issued appropriate direction to the Government.

Advising a leading land development company on the structuring of its entry to F&B sector in Bangladesh involving several high-end restaurants.

Advised a leading real estate developer of tax and VAT planning in connection with its flat sale contracts.

Advised a leading real estate developer on all aspects of its commercial lease agreements.

Represented a leading developer company before the Labour court on cases involving termination of workers and related issues regarding compensation benefits. Upon submission of our defense, the claimant decided to settle the case out of court without admission of any liability on our client’s part.