Corporate Law & Jurisprudential Scope
Comprehensive legal representation in financial crimes, Negotiable Instruments (NI Act Sec 138), Artha Rin Adalat, corporate governance, commercial arbitration, M&A restructuring, and banking credit disputes.
Governing Statutory & Legal Framework: Practice governed by Companies Act 1994, Bank Companies Act 1991, Artha Rin Adalat Ain 2003, Arbitration Act 2001, Negotiable Instruments Act 1881, BSEC Act 1993, and Contract Act 1872.
Chamber Disciplines & Areas of Practice (15)
Comprehensive advisory, statutory frameworks, and courtroom litigation representation across specialized corporate law areas.
Financial Crimes Practice (Financial Crimes)
Shomaji & Associates provides legal representation, depending on the client’s engagement, in criminal proceedings involving allegations of financial fraud, embezzlement, forgery, fraudulent transactions, money laundering, misappropriation of funds and other financial offences under the laws of Bangladesh.
Statutory & Legal Framework: The practice is governed by applicable provisions of the Penal Code, 1860, the Money Laundering Prevention Act, 2012, the Anti-Corruption Commission Act, 2004, the Negotiable Instruments Act, 1881, and other relevant legislation governing financial offences, investigation, prosecution and trial.
Litigation Strategy & Chamber Approach: Our approach focuses on examining financial transactions, banking records, contractual documents, audit reports and other documentary evidence to assess the statutory elements of alleged offences, the evidentiary basis of criminal liability and compliance with investigative procedures. Depending on the client’s position, representation may include bail applications, defence submissions, challenges to proceedings where legally maintainable, witness examination and cross-examination, trial advocacy, and appellate proceedings before the competent courts.
Commercial Criminal Litigation (Commercial Litigation)
Shomaji & Associates provides legal representation, depending on the client’s engagement, in criminal proceedings arising from commercial and corporate transactions, including allegations of fraud, criminal breach of trust, forgery, falsification of accounts, misappropriation of funds, cheque dishonour and other business-related offences under the laws of Bangladesh.
Statutory & Legal Framework: The practice encompasses applicable provisions of the Penal Code, 1860, the Negotiable Instruments Act, 1881, the Money Laundering Prevention Act, 2012, the Companies Act, 1994, and other relevant legislation governing commercial transactions, corporate conduct, financial offences and criminal liability.
Litigation Strategy & Chamber Approach: Our approach focuses on analysing the legal elements of alleged offences, examining contractual obligations and commercial representations, scrutinising banking records, corporate documents and financial transactions, and assessing the distinction between civil or contractual liability and criminal culpability. Particular attention is given to the attribution of liability to directors, officers and other individuals, the evidentiary basis of allegations of fraud or dishonest intention, and compliance with applicable investigation and procedural requirements. Depending on the client’s position, representation may include complaint and defence proceedings, bail applications, challenges to proceedings where legally maintainable, evidentiary submissions, trial advocacy, and appellate or revisional proceedings before the competent courts.
Negotiable Instruments Practice (NI Act Section 138) (Banking & Debt Recovery)
Shomaji & Associates provides legal representation, depending on the client’s engagement, in disputes and proceedings involving negotiable instruments, including cheques, promissory notes, bills of exchange and other instruments recognised under applicable law. The practice encompasses disputes concerning dishonour, payment obligations, validity, enforceability, transfer, endorsement, negotiation and liability arising from such instruments.
Statutory & Legal Framework: The practice is governed principally by the Negotiable Instruments Act, 1881, together with applicable provisions of the Contract Act, 1872, the Code of Civil Procedure, 1908, the Code of Criminal Procedure, 1898, and other relevant laws, depending on the nature of the dispute and the remedy sought.
Litigation Strategy & Chamber Approach: Our approach involves examining the legal character, execution, validity and enforceability of the instrument; the rights and liabilities of the parties; consideration and underlying payment obligations; endorsement, transfer and negotiation; presentment and dishonour, where applicable; statutory notice and limitation requirements; and the admissibility and probative value of documentary and banking evidence. Depending on the client’s position, representation may include pursuing or defending claims and complaints, challenging liability and maintainability, examining witnesses, addressing procedural and evidentiary issues, seeking appropriate civil or criminal remedies where legally available, and conducting trial, appellate and revisional proceedings before the competent courts.
Artha Rin Adalat Litigation (Banking & Debt Recovery)
Shomaji & Associates provides legal representation, depending on the client’s engagement, in proceedings before the Artha Rin Adalat concerning the recovery of institutional loans and financial liabilities. The practice includes representing financial institutions and lenders pursuing recovery claims, as well as borrowers, guarantors and other defendants responding to such claims under the laws of Bangladesh.
Statutory & Legal Framework: The practice is governed principally by the Artha Rin Adalat Ain, 2003, together with relevant provisions of the Code of Civil Procedure, 1908, the Contract Act, 1872, the Transfer of Property Act, 1882, and other applicable laws, depending on the nature of the claim, security and proceedings.
Litigation Strategy & Chamber Approach: Our approach involves examining loan and financing agreements, sanction letters, statements of account, repayment records, security documents, mortgages, guarantees and other relevant evidence. Particular attention is given to the calculation and enforceability of the claimed debt, compliance with applicable legal and procedural requirements, the respective liabilities of borrowers and guarantors, and claims concerning secured assets. Depending on the client’s position, representation may include instituting or defending recovery suits, contesting claims and calculations, addressing interim applications, participating in court proceedings, pursuing appeals or other remedies where legally maintainable, and assisting with execution of decrees.
Alternative Dispute Resolution (ADR) (Arbitration & ADR)
Shomaji & Associates provides legal assistance in resolving disputes through alternative dispute resolution (ADR) mechanisms, including mediation, negotiation, conciliation and arbitration. Depending on the client’s engagement and the nature of the dispute, the practice covers civil, commercial, contractual, family, employment and other matters suitable for settlement under the laws of Bangladesh.
Statutory & Legal Framework: The applicable legal framework includes the Code of Civil Procedure, 1908 (sections 89A, 89B and 89C); the Arbitration Act, 2001; the Artha Rin Adalat Ain, 2003 (sections 22–25); the Family Courts Act, 2023 (sections 11 and 15); the Bangladesh Labour Act, 2006 (sections 209, 210 and 213); the Legal Aid Services Act, 2000 (section 21A(2)); and section 345 of the Code of Criminal Procedure, 1898, concerning the compounding of legally compoundable offences, where applicable.
Litigation Strategy & Chamber Approach: Our approach focuses on identifying the central issues, assessing the parties’ legal rights and obligations, evaluating potential risks and remedies, and exploring practical settlement options. Depending on the circumstances, assistance may include negotiation with opposing parties, participation in mediation or conciliation, arbitration-related proceedings, preparation and review of settlement terms, court-referred ADR, and advice on recording, implementing or enforcing settlements in accordance with applicable law. Where settlement is not feasible or appropriate, we advise on available legal remedies and the continuation of proceedings before the competent court or forum.
Arbitration Practice (Arbitration & ADR)
Shomaji & Associates provides legal assistance and representation in arbitration proceedings involving commercial, contractual, construction, investment-related and other disputes where arbitration is available under the applicable law or agreement. Depending on the client’s engagement, the practice includes representing claimants and respondents in domestic arbitration, as well as advising on arbitration agreements, arbitral proceedings and the legal remedies available before the competent courts of Bangladesh.
Statutory & Legal Framework: The practice is governed principally by the Arbitration Act, 2001, together with relevant provisions of the Contract Act, 1872, the Code of Civil Procedure, 1908, and other applicable laws. The legal framework may also include the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958, where relevant to the recognition and enforcement of foreign arbitral awards in Bangladesh.
Litigation Strategy & Chamber Approach: Our approach involves examining arbitration agreements, contractual obligations, the nature of the dispute, jurisdictional objections, applicable procedural rules and the evidence supporting each party’s position. Depending on the client’s interests, assistance may include drafting and reviewing arbitration clauses, preparing statements of claim and defence, presenting documentary and witness evidence, addressing jurisdictional and interim issues, participating in hearings, and pursuing challenges to or enforcement of arbitral awards where legally permissible under applicable law.
Corporate Governance & Compliance Disputes (Corporate Governance & Compliance)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes involving corporate governance, directors’ and officers’ duties, shareholder rights, board decisions, regulatory compliance and internal corporate affairs. The practice encompasses disputes arising from alleged breaches of statutory or fiduciary duties, irregular corporate resolutions, conflicts of interest, mismanagement, disclosure obligations and disagreements concerning corporate control and decision-making under the laws of Bangladesh.
Statutory & Legal Framework: The practice is governed principally by the Companies Act, 1994, together with applicable provisions of the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission Act, 1993, relevant securities regulations and rules, and other legislation applicable to the company’s legal status, industry and regulatory obligations.
Litigation Strategy & Chamber Approach: Our approach involves examining corporate documents, articles of association, board and shareholder resolutions, minutes of meetings, statutory filings, financial statements, audit reports and relevant regulatory correspondence. Particular attention is given to directors’ and officers’ individual responsibilities, compliance with statutory and constitutional requirements, shareholder rights, conflicts of interest, decision-making authority and the distinction between corporate liability and personal liability. Depending on the client’s position, representation may include pursuing or defending corporate claims, challenging resolutions or transactions where legally maintainable, addressing regulatory proceedings, seeking appropriate interim relief, and conducting litigation, appeals or other proceedings before competent courts and regulatory forums.
Contracts & Commercial Transactions Disputes (Commercial Litigation)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes arising from contractual obligations, commercial transactions and business arrangements. The practice covers disagreements concerning contractual interpretation, breach of contract, non-performance, payment obligations, misrepresentation, termination, indemnities, guarantees and the validity or enforceability of contractual terms and transactions under the laws of Bangladesh.
Statutory & Legal Framework: The practice is governed principally by the Contract Act, 1872, together with the Specific Relief Act, 1877, the Sale of Goods Act, 1930, the Transfer of Property Act, 1882, the Registration Act, 1908, the Evidence Act, 1872, and the Code of Civil Procedure, 1908, where applicable. Depending on the nature of the transaction and the parties involved, other legislation may also apply, including the Companies Act, 1994, the Negotiable Instruments Act, 1881, the Arbitration Act, 2001, and relevant consumer protection or sector-specific laws.
Litigation Strategy & Chamber Approach: Our approach involves examining contractual documents, transaction records, correspondence, payment histories, performance obligations and supporting evidence to assess the parties’ respective rights and liabilities. Particular attention is given to contractual interpretation, breach and causation, enforceability, available remedies, limitation periods and the distinction between civil contractual liability and conduct that may give rise to separate legal consequences. Depending on the client’s position, representation may include pursuing or defending claims for damages, compensation, specific performance, declarations or injunctions where legally available, negotiating settlements, and conducting proceedings before the competent courts or arbitral tribunals.
Mergers, Acquisitions & Corporate Restructuring Disputes (Corporate Governance & Compliance)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes arising from mergers, acquisitions, business transfers, corporate reorganisations, amalgamations and restructuring transactions. The practice covers disagreements concerning transaction agreements, shareholder rights, corporate approvals, valuation, representations and warranties, disclosure obligations, contractual performance, regulatory compliance and the legal consequences of changes in corporate ownership or control under the laws of Bangladesh.
Statutory & Legal Framework: The applicable legal framework includes the Companies Act, 1994, the Contract Act, 1872, the Competition Act, 2012, the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission Act, 1993, and relevant rules and regulations governing securities and capital-market transactions. Depending on the nature of the transaction, the parties involved and the relief sought, the Transfer of Property Act, 1882, the Registration Act, 1908, the Arbitration Act, 2001, the Code of Civil Procedure, 1908, and other applicable laws may also be relevant.
Litigation Strategy & Chamber Approach: Our approach involves examining transaction documents, share purchase agreements, merger or amalgamation schemes, board and shareholder resolutions, due diligence materials, financial statements, valuation reports, regulatory filings and related correspondence. Particular attention is given to compliance with statutory approval requirements, contractual obligations, representations and warranties, shareholder and creditor interests, disclosure issues and potential director or officer liability. Depending on the client’s position, representation may include pursuing or defending claims arising from disputed transactions, challenging corporate decisions where legally maintainable, seeking declarations or interim relief, addressing regulatory proceedings, and pursuing arbitration, litigation or appellate remedies before the competent courts and forums.
Shareholder and Directors’ Disputes (Corporate Governance & Compliance)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes involving shareholders, directors and corporate management. The practice covers disagreements concerning shareholder rights, board decisions, voting rights, dividend entitlements, corporate control, alleged breaches of directors’ duties, conflicts of interest, mismanagement, access to corporate records and the validity of corporate resolutions under the laws of Bangladesh.
Statutory & Legal Framework: The practice is governed principally by the Companies Act, 1994, together with the Contract Act, 1872, the Specific Relief Act, 1877, the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission Act, 1993, and applicable securities rules and regulations. Depending on the nature of the dispute, the company’s status and the relief sought, the Arbitration Act, 2001, the Code of Civil Procedure, 1908, and other relevant legislation may also apply.
Litigation Strategy & Chamber Approach: Our approach involves examining the company’s memorandum and articles of association, shareholders’ agreements, board and general meeting resolutions, minutes, statutory registers, financial statements and relevant correspondence. Particular attention is given to the allocation of decision-making authority, compliance with statutory and constitutional requirements, directors’ duties, potential conflicts of interest, the distinction between corporate and personal liability, and the legal remedies available to affected parties. Depending on the client’s position, representation may include pursuing or defending shareholder and director claims, challenging resolutions or transactions where legally maintainable, seeking declarations or injunctive relief, addressing regulatory issues, and conducting arbitration, litigation or appellate proceedings before the competent forums.
Foreign Investment and Joint Venture Disputes (Foreign Investment & Capital Markets)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes arising from foreign investment, joint ventures, cross-border commercial arrangements and foreign participation in business operations in Bangladesh. The practice covers disagreements concerning joint venture agreements, shareholders’ rights, capital contributions, profit distribution, management and control, contractual obligations, transfer of shares, exit arrangements, repatriation of investment proceeds and alleged breaches of investment-related agreements or regulatory requirements.
Statutory & Legal Framework: The applicable legal framework includes the Foreign Private Investment (Promotion and Protection) Act, 1980, the Bangladesh Investment Development Authority Act, 2016, the Companies Act, 1994, the Contract Act, 1872, the Foreign Exchange Regulation Act, 1947, and the Arbitration Act, 2001. Depending on the nature of the investment and dispute, relevant provisions of the Competition Act, 2012, the Transfer of Property Act, 1882, the Registration Act, 1908, applicable foreign exchange regulations and investment-related rules may also apply.
Litigation Strategy & Chamber Approach: Our approach involves examining investment agreements, joint venture contracts, shareholders’ agreements, corporate records, capital contribution documents, financial statements, regulatory approvals and cross-border transaction records. Particular attention is given to contractual obligations, ownership and control rights, regulatory compliance, dispute resolution clauses, jurisdiction, governing law and the enforceability of contractual or arbitral remedies. Depending on the client’s position, representation may include pursuing or defending contractual claims, addressing shareholder and management disputes, participating in arbitration, seeking interim or injunctive relief where legally available, and pursuing recognition or enforcement of arbitral awards or other remedies before competent courts and forums.
Securities and Capital Market Regulation Disputes (Foreign Investment & Capital Markets)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes involving securities transactions, capital-market activities, regulatory compliance and enforcement proceedings in Bangladesh. The practice covers matters concerning listed companies, investors, directors, sponsors, intermediaries and other market participants, including allegations of securities-law violations, disclosure failures, market manipulation, insider trading, irregular share transactions and breaches of regulatory requirements.
Statutory & Legal Framework: The applicable legal framework includes the Bangladesh Securities and Exchange Commission Act, 1993, the Securities and Exchange Ordinance, 1969, the Companies Act, 1994, the Securities and Exchange Rules, 2020, and applicable rules, regulations, directives and orders issued by the Bangladesh Securities and Exchange Commission. Depending on the nature of the dispute, relevant provisions of the Financial Reporting Act, 2015, the Contract Act, 1872, the Negotiable Instruments Act, 1881, and other applicable legislation may also be relevant.
Litigation Strategy & Chamber Approach: Our approach involves examining regulatory notices, investigation reports, trading records, disclosure documents, financial statements, audit reports, corporate resolutions and relevant correspondence. Particular attention is given to the statutory basis of regulatory action, compliance with disclosure and reporting obligations, the sufficiency of supporting evidence, procedural fairness and the potential liability of companies, directors, officers and other market participants. Depending on the client’s position, representation may include responding to regulatory inquiries, pursuing or defending enforcement proceedings, challenging regulatory decisions where legally maintainable, addressing investor and transaction-related disputes, and conducting litigation, appeals or other proceedings before competent courts and regulatory forums.
Insolvency, Winding-Up and Liquidation Disputes (Banking & Debt Recovery)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in disputes concerning corporate insolvency, winding-up, liquidation and the settlement of outstanding liabilities. The practice covers matters involving companies, creditors, shareholders, directors, secured lenders and other stakeholders, including disputes over unpaid debts, inability to meet financial obligations, winding-up petitions, claims against company assets, creditor priorities, directors’ responsibilities and the distribution of assets during liquidation.
Statutory & Legal Framework: The applicable legal framework includes the Companies Act, 1994, particularly its provisions concerning winding-up and liquidation, the Bankruptcy Act, 1997, the Code of Civil Procedure, 1908, the Contract Act, 1872, and other relevant laws governing debt recovery, security interests and corporate liabilities. Depending on the nature of the proceedings and the parties involved, the Artha Rin Adalat Ain, 2003, the Negotiable Instruments Act, 1881, and applicable regulatory requirements may also be relevant.
Litigation Strategy & Chamber Approach: Our approach involves examining financial statements, loan agreements, creditor claims, security documents, corporate records, statutory notices and evidence concerning the company’s financial position. Particular attention is given to the legal grounds for winding-up, the validity and priority of creditor claims, the treatment of secured and unsecured liabilities, compliance with statutory procedures, and the potential liabilities of directors or other responsible persons. Depending on the client’s position, representation may include filing or opposing winding-up petitions, pursuing or defending creditor claims, challenging disputed liabilities, addressing liquidation-related proceedings, and pursuing appeals or other remedies before the competent courts and forums.
Banking Matters & Credit Facilities Disputes (Banking & Debt Recovery)
Shomaji & Associates provides legal advice and representation, depending on the client’s engagement, in banking-related disputes and proceedings involving financial institutions, borrowers, guarantors, directors, corporate entities and other stakeholders. The practice covers disputes concerning loan facilities, credit transactions, loan recovery, default classification, security and guarantees, banking documentation, alleged financial irregularities, regulatory compliance and the rights and obligations arising from banking relationships under the laws of Bangladesh.
Statutory & Legal Framework: The applicable legal framework includes the Bank Companies Act, 1991, the Bangladesh Bank Order, 1972, the Artha Rin Adalat Ain, 2003, the Contract Act, 1872, the Negotiable Instruments Act, 1881, the Bankruptcy Act, 1997, and the Money Laundering Prevention Act, 2012, where relevant. Depending on the nature of the dispute, applicable Bangladesh Bank circulars, prudential regulations, foreign exchange regulations and other relevant banking and financial legislation may also apply.
Litigation Strategy & Chamber Approach: Our approach involves examining loan and facility agreements, sanction letters, statements of account, security documents, guarantees, mortgage instruments, banking correspondence, regulatory notices and relevant financial records. Particular attention is given to the contractual and statutory basis of the claim, the calculation of outstanding liabilities, the classification of loans, compliance with applicable banking regulations, the enforceability of securities and guarantees, and the distinction between corporate obligations and the personal liability of directors or other individuals. Depending on the client’s position, representation may include pursuing or defending recovery proceedings, challenging disputed liabilities or regulatory decisions where legally maintainable, addressing banking and financial disputes, seeking appropriate interim relief, and conducting litigation, appeals or other proceedings before competent courts and regulatory forums.
Client Counseling & Corporate Strategic Advisory (Strategic Advisory)
Shomaji & Associates provides confidential pre-litigation counseling, corporate compliance audits, board fiduciary advisory, and risk-mitigation strategies for domestic and multinational commercial enterprises operating in Bangladesh.
Statutory & Legal Framework: Companies Act 1994, Bangladesh Bank Regulations, BSEC Directives, Contract Act 1872, and standard ADR and professional legal privilege standards.
Litigation Strategy & Chamber Approach: We assist corporate leadership with early-stage risk assessments, contractual dispute pre-emption, internal governance reviews, regulatory negotiation, and preparation for contentious court or arbitration proceedings.
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