About Legality

“Legality” is an emerging corporate firm founded by Mr. Dewan Faisal and it is domiciled in Dhaka, Bangladesh. The vision of the Firm is to provide comprehensive range of modernized corporate legal services to both domestic and international clients.The legal practice of “Legality” focused on Corporate Advisory and M&A, Banking and Finance, and Corporate Taxation.   

 The team of “Legality” work for its client to ensure highly professional and positive legal assistance, and advice in quick span time, as reasonably practicable. As a law firm, “Legality” believes in efficiency, effectiveness and success, which also define the characteristics of the firm. 

 The traditional concept of seeing a lawyer in front of the Court room before a case and heard by a Judge has been changing rapidly. Taking into consideration of change in legal practice, the Firm is shaping up and equipped with modern legal practice. The primary focus of the Firm is to ensure legal remedy for its client but not being within the parameter of court room. For ensuring the same, the Firm works in a manner to ensure that the Clients are well protected from the beginning, and be able to avoid litigation through modern structuring, and be prepared itself in every legal aspect. Guiding a client to operate its/his business in a manner that ensures legal compliance, avoidance of litigation, and settlement of dispute out side of the court is the primary focus of the Firm. 

 Our clients are our number one priority, and with the experience and enthusiasm of our team, we are committed to provide international standard of legal service to all our clients. We believe in the capabilities of our firm and, we are committed to provide the best quality and valued legal service. We believe in what we do and, what we do best is that we provide professional legal assistance to our clients. We assure discipline, determination and devotion in everything we do and, we promise our clients in corporate legal help. 

RECENT NOTABLE WORK EXPERIENCE OF THE FIRM

Corporate Finance

  1. The Firm acted as legal counsel for Singer Bangladesh Ltd., which is a foreign owned public limited company and listed with both of the stock exchanges in Bangladesh, to raise fund through syndicated loan facility of an amount of BDT 2,500,000,000, as required to establish LEED GOLD Certified new manufacturing Project for electronics and home appliances at Bangladesh Special Economic Zone (BSEZ), Araihazar, Narayanganj, also known as Japanese Economic Zone.
  2. The Firm is offering legal assistance to Renata PLC changed from Renata Ltd to issue Secured, Non-convertible, and Fully-Redeemable, Zero-Coupon Bond, a capital market instrument in form of debt securities, of an amount of BDT 6,601.50 million through private placement. As part of the engagement, the Firm prepared and finalized legal documents to achieve closing date.
  3. The Firm is offering legal assistance to Renata PLC changed from Renata Ltd to issue Non-convertible, and Fully-Redeemable Preference Shares through private placement. As part of the engagement, the Firm is preparing the legal documents to achieve closing date.
  4. The Firm is acting as legal counsel of RANCON Motor Bikes Ltd. to issue Unsecured, Non-convertible, and Fully-Redeemable Zero-Coupon Bond, a capital market instrument in form of debt securities, of an amount of BDT 1,497,621,602.00 through private placement in compliance with Bangladesh Securities and Exchange Commission (Debt Securities) Rules 2021.
  5. The Firm has been appointed by Super Petrochemical Ltd to issue Unsecured, Fully-Redeemable, Non-convertible and Cumulative Zero-Coupon Bond, a capital market instrument in form of debt securities, of an amount of BDT 1,500,000,000.00 in compliance with Bangladesh Securities and Exchange Commission (Debt Securities) Rules 2021. As legal counsel of the transaction, the Firm have prepared the Trust Deed of the deal, and now waiting for the approval of Bangladesh Securities and Exchange Commission (BSEC).
  6. The Firm is acting as legal counsel of Mir Akhter Hossain Limited, a public limited Company, in structuring, designing and preparing legal documentations relating to Unsecured, Coupon Bearing Bond up to an amount of BDT 3,000,000,000.00 (Three Billion) only for a term of 05 (Five) years, with 40% redemption and 60% conversion feature.
  7. The Firm successfully closed the deal of Navana Pharmaceuticals Limited, a Pharmaceuticals Company, unsecured coupon bearing Bond of BDT 1,500,000,000.00 for a term of 05 (Five) years, with 40% redemption and 60% conversion. In this assignment, the Firm prepared, finalized the transaction documents and worked with the investor to close the subscription process of the Bond.
  8. The Firm is serving as legal counsel to Multi-Line Industries Limited, a subsidiary of PRAN-RFL Group, in the structuring Sukuk-al-Ijarah, a Shari’ah-compliant Islamic security, and preparing necessary Sukuk Documentations in an aggregate face value of Bangladeshi Taka 3,000,000,000 (Taka Three Billion).
  9. The Firm successfully closed the deal as legal counsel to Color City Limited and Jinnat Knitwears Limited, sister concerns of DBL Group, in connection with the issuance of cumulative, redeemable, non-convertible preference shares for a total aggregate value of BDT 1,000,000,000.00 (Taka One Billion) for a term of 5 years.
  10. The Firm is engaged as legal counsel to Alif Industries Limited for the preparation and execution of legal documentation relating to an unsecured, coupon-bearing bond of up to BDT 3,000,000,000 (Taka Three Billion), with a tenure of six (6) years.
  11. The Firm is working to close the deal of Southeast Bank PLC in connection with the preparation and execution of legal documentation for a fully redeemable, non-convertible, unsecured, floating-rate 6th subordinated bond, for an amount of BDT 10,000,000,000.00 (Taka Ten Billion), with a tenure of seven (7) years.
  12. The Firm is working to close the deal of Samuda Chemical Complex Ltd. in connection with the issuance of cumulative, redeemable, non-convertible preference shares, valued at BDT 1,500,000,000 (Taka Fifteen Hundred Million).
  13. The Firm acted as legal counsel for Hatil Complex Ltd., a leading furniture manufacturer and exporter in Bangladesh, in raising funds through a syndicated loan facility amounting to BDT 2,000,000,000.00 (Two Billion Taka) to finance the construction of a LEED GOLD certified manufacturing building as part of the expansion of its Unit-1 production facility in Gazipur.
  14. The Firm is serving as legal counsel to City Auto Rice and Dal Mills Ltd., a subsidiary of City Group, in the structuring, and preparing documentation, and execution of first ever Islamic Commercial Paper (ICP), a Shari’ah-compliant Islamic security, in Bangladesh with a value of BDT BDT. 500,000,000.00 (Taka Five Hundred Million).

 

Corporate Advisory

  1. The Firm is assisting a group of foreign investors to incorporate a Joint Venture and fully foreign owned Project Company, which will be responsible for construction, development and operation of 10MW solar based power plant in Bangladesh, as per terms of the LOI issued by Bangladesh Power Development Board (BPDB).
  2. The Firm is offering legal opinion to InfraCo Asia Development Pte Ltd., Greencells GmBH and Global Greengen Ltd. as to the requirement and process of foreign direct investment in Bangladesh, exist options from Project Company, and potential tax implication on the Project Company and its shareholders. In furtherance of that the Firm has considered tax implication on power generation business, and then offered legal opinion to minimize ultimate tax liability.
  3. The Firm is working with two plastic and foil manufacturing companies, and assisting them to be compliant with law so that one of them can be merged with other one at a consideration acceptable by the parties. In this assignment, the Firm actively working with a chartered accounting firm to structure the deal of merger, and now finalizing necessary documents including valuation report, merger scheme etc. The Firm is offering necessary consultancy services in this regard.
  4. The Firm is working for Summit Communication Ltd., one of the four companies awarded with Tower Sharing License by the Bangladesh Telecommunication Regulatory Commission (BTRC), in conducting legal due diligence on tower sites acquired from Banglalink Digital Communication Ltd. As part of this ongoing project, the Firm has, to date, completed due diligence for around 1,000 tower sites.

 

Corporate Tax

  1. The Firm offered comprehensive legal opinion on foreign exchange, export import and VAT related matters to the Trest RosSEM Ltd., who is involve with construction work of Rooppur Nuclear Power Plant.
  2. The Firm is working for Habib Bank Limited, a foreign own bank, operating a schedule Bank in Bangladesh, and assisting the bank to file necessary application before the High Court Division of the Supreme Court of Bangladesh challenging an order of the Tribunal pertaining to Assessment Year 2017-2018.
  3. The Firm is representing Himalaya Airlines Pvt. Limited, an airline company incorporated in Nepal, in filing an application before the High Court Division of the Supreme Court of Bangladesh challenging a tax demand order issued by the Deputy Commissioner of Taxes (DCT) for the Assessment Year 2021–2022.
  4. The Firm is representing Godrej Household Products (Bangladesh) Pvt. Limited, a subsidiary of Godrej Consumer Products Limited (GCPL), India, in filing an application before the High Court Division of the Supreme Court of Bangladesh challenging an order of the Income Tax Appellate Tribunal relating to the Assessment Year 2019–2020.
  5. The Firm is providing a legal opinion to the World Bank Group on the Staff Retirement Plan (SRP), specifically addressing the tax implications of retirement benefits payable to World Bank Group employees under the SRP scheme.