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Practice Areas & Major Transactions

ADMIRALTY

Shipping is a core area of practice for the firm both in the field of “dry” shipping work and “wet” shipping work. “Dry” shipping work includes advising and acting as advocates in relation to disputes concerning contracts of affreightment, cargo claims, claims under marine insurance policies, arrest of ships and judicial sales. The firm also has considerable experience in “wet” shipping work, in particular salvage and collision actions. The firm represented the P&I insurers of a vessel which was involved in the largest marine collision in Bangladesh involving twenty ships.

We handle a wide range of shipping matters for both domestic and international clients. We have acted for shipowners, charterers and cargo interests together with their insurers. We have also represented freight forwarders, trade associations and other providers of maritime services. We have handled a variety of cargo disputes involving diverse items, such as bulk oil, grain and containerised goods.

Legal 500, 2008 Edition (http://www.legal500.com) “Dr. Kamal Hossain & Associates has plenty of experience in the shipping field, and the firm is frequently engaged by foreign firms such as Eversheds LLP and Rajah & Tann to handle various admiralty disputes”.

ARBITRATION

The firm has been involved in both domestic and international arbitration, including international commercial arbitration. Dr. Kamal Hossain has extensive experience in international arbitration, both as counsel and arbitrator. He has served as Chairman and Member of several international arbitral tribunals formed under the ICC, ICSID, LCIA and UNCITRAL Rules and under the United Nations Convention on the Law of the Sea and as a Member and Panel Chairman of the United Nations Compensation Commission.

Other members of the firm also have expertise and experience in commercial arbitration and have acted as counsel in ICC, ICSID and UNCITRAL arbitrations. The firm advises on a wide range of arbitration issues, including arbitration clauses and submission agreements, choice of forum and rules of arbitration, enforceability of awards and the role of national courts during arbitration proceedings. We have been involved in litigation for enforcing arbitration awards, staying court proceedings initiated in violation of arbitration clauses and obtaining interim relief in support of pending arbitration proceedings.

Legal 500, 2008 Edition (www.legal500.com) “Dr. Kamal Hossain & Associates’ Dr. Kamal Hossain is a senior advocate, arbitrator and constitutional law expert. He is held in high esteem, not least for his integrity and ethical standards’. The firm recently represented Stratus Construction Co in litigation arising out of an arbitral award relating to a construction dispute”.

AVIATION

The firm has experience in advisory work and drafting of documents on a wide range of aviation matters, including protecting, perfecting and enforcing ownership or security interests in aircrafts, cross border aircraft purchase, mortgage of aircrafts and aircraft parts, wet and dry leasing of aircrafts as well as financing of the full range of aircraft related transactions. We advise on national regulatory requirements for aircraft purchase, lease, mortgage, licensing, slot allocation, etc. We have experience in carriers’ liability resulting from casualties under both Bangladesh law and international conventions.

BANKING

The firm has expertise in the area of banking law and allied matters. Our services include providing assistance to local and multinational banks and international financial institutions on loan documentation and syndicated loans as well as providing general advice on banking law and financial services. Our team has advised and assisted multinational banking companies in their amalgamation, acquisition, reorganizing and restructuring processes, and frequently advises banking companies on their internal management and employment issues. As part of our litigation work, members of our firm provide representation in loan recovery cases in specialized money loan courts.

Legal 500, 2008 Edition (www.legal500.com) “Dr. Kamal Hossain & Associates has experience across a range of commercial and investment banking matters. The firm advises Citibank on various issues including credit documentation, securitisation, syndicated financing and e-banking. Herbert Smith LLP recently engaged the firm for advice on the local law aspects of a US$500,000 debt financing, which included due diligence on the Bangladesh documents and securities. Other recent clients include First Data International and National Credit and Commerce Bank, while in the past the firm has advised Bank of Tokyo and Arab Bangladesh Bank”.

COMPETITION

Since the enactment of the Competition Act in 2012, competition law is increasingly becoming an important area where clients are seeking our advice. The firm has already advised a number of multinationals on competition law issues, including in relation to a large global merger involving two Bangladesh entities, which are also to merge pursuant to the global deal. We also advised clients on exclusivity, geographical delimitation of distributorship, pricing arrangement, currency conversion, etc.

CORPORATE & COMMERCIAL

The firm has considerable experience in corporate and commercial law, including experience in advisory work, drafting of documents and litigation.

Within a diverse commercial practice, we focus on the following principal areas: admiralty and shipping, aviation, banking, commercial litigation, employment, energy, infrastructure projects such as telecommunications, port development, road construction, export processing zones, intellectual property, large and medium scale project finance and cross-border mergers and acquisitions.

The firm has expertise in all areas of company law, including directors’ duties, shareholders’ disputes, takeovers, mergers and acquisitions, corporate reconstructions and schemes of arrangement. We have substantial experience in corporate acquisitions, and have been involved in a number of large scale recent corporate acquisitions in the banking, energy and telecommunications sectors. The firm has represented both national and international clients on intellectual property matters, including a range of multinational companies.

Our experience in cross-border transactions includes drafting complex commercial contracts and advising on compliance with corporate and business laws relating to foreign investment in Bangladesh. We regularly advise multinational and national construction, engineering, pipeline, energy and telecommunication companies in negotiating turn-key contracts, joint venture and other construction and/or supply contracts and in resolving related disputes. We also advise on aviation matters, including aircraft purchase, financing of aircraft related transactions, wet and dry leasing of aircrafts and carriers’ liability.

Chambers and Partners 2010: ‘This group prides itself on the complexity of its corporate work, which primarily involves M&A. The sizable and impressive practice is also particularly known for handling commercial litigation, in addition to providing opinions and vetting documents concerning a variety of commercial and corporate issues. The “busy and hard-working” Kamal Hossain leads the group. His years of experience help to attract large domestic and international clients to the practice.’ (http://www.chambersandpartners.com/editorial.aspx?ssid=31078) Legal 500, 2008 Edition (www.legal500.com) “The firm ‘always acts in the best interest of its clients’, one of which commented that the team was ‘very proactive in highlighting various aspects that were not contemplated in our instructions’.

CONSTITUTIONAL & ADMINISTRATIVE

Constitutional and administrative law and the enforcement of fundamental rights occupy a central position in the collective expertise offered by the firm.

Dr. Kamal Hossain, who chaired the Constitution Drafting Committee established by the Constituent Assembly of Bangladesh, is considered to be the country’s leading expert on constitutional matters, and has appeared as counsel or been appointed by the Supreme Court as amicus curiae in many landmark cases.

The firm has a successful track record in challenging the actions of administrative and regulatory authorities and enforcement of government contracts in constitutional petitions. We also have extensive experience in judicial review of administrative decisions concerning assessment and payment of tax, customs duty and VAT.

We have been involved in many proceedings for the enforcement of fundamental rights, including the rights to life and liberty, equality and equal protection of the law, safeguards on arrest, fair trial, freedom of expression, association, movement and religion and the right to property.The firm is well known for its pro bono work in the areas of human rights, environmental law and protection of heritage building sites and monuments.

EMPLOYMENT

The firm has expertise in employment law and provides a full range of professional legal services, including advisory work, drafting and litigation. We have advised foreign companies intending to establish a presence in Bangladesh on employment issues and on compliance with Bangladesh labour and employment law. We have drafted a diverse range of agreements and other legal documents to represent employment relationships, including contracts of service, consultancy agreements and agreements for hiring independent contractors.

The firm has been involved in litigation on employment disputes. It has also been involved in public interest litigation to ensure compliance with national labour and workplace safety standards.

ENERGY

The firm advises on both up-stream and down-stream aspects of the energy sector, and has worked on transmission and distribution projects, including corporatization of local distribution and exploration companies and their regulation. We advise both foreign and local companies considering entry into the Bangladesh energy market.

We have experience in mergers and acquisitions, project management and establishment and licensing of companies to develop projects. We offer commercial and regulatory advice, negotiate and draft power and gas purchase and sale contracts, independent power generation project implementation agreements, gas/fuel supply agreements for independent power producing (IPP) companies and other energy related agreements. We have expertise in developing tax strategies for gas exploration and power generation companies and assisting clients in the energy industry in raising finance from foreign capital markets. We have advised on compliance issues, exemption applications, regulatory approvals and drafting of safety codes.

Representative transactions/projects in which we have been involved include acting as legal advisers to the public sector oil, gas and mineral corporation on various matters, such as overseeing the natural gas investment market in Bangladesh and advising generators, marketers, distributors and transmitters of electricity and IPPs in Bangladesh on the electricity market rules, market entry process and on the structure and functioning of the electricity industry in Bangladesh. We have advised on various contractual and regulatory issues, restructuring electricity sales contracts, gas supply contracts, refinancing, compliance issues and transmission rate negotiations.

Our clients include those who finance and develop renewable energy projects, undertake gas storage and pipeline projects and expansions or provide gas utilities, as well as end-users.

We have been involved in the drafting of the Gas Act, 2000, the first piece of legislation which provides for regulating the energy market through an independent Commission. We have assisted entities in both electricity and natural gas sectors with import and export license applications. We have negotiated and drafted a diverse range of agreements regarding power generation, including power purchase and gas supply agreements on behalf of project owners and managers, government agencies, banks, large industrial and other wholesale and retail consumers of energy.

Legal 500, 2008 Edition (http://www.legal500.com) “Dr. Kamal Hossain & Associates has a market-leading projects practice, and the firm enjoys good relationships with a number of international firms, recently working with Norton Rose LLP on a cross-border acquisition in the power sector – an area in which the firm has considerable experience. Meanwhile Latham & Watkins LLP worked with the firm in providing advice to the IFC in relation to the gas-fired Bibiyana project. The firm has also worked closely with the Bangladesh government on some key energy regulatory issues.”

INTELLECTUAL PROPERTY

We regularly advise and act on behalf of local and foreign clients in connection with a wide range of intellectual property services, including but not limited to: registration, infringement, licensing and litigation in relation to trademarks, patents, copyrights and domains. We have experience in conducting litigation arising out of and/or in connection with trademarks, patents and copyright disputes both in the Supreme Court as well as before trial courts and concerned authorities. We recently won a major case on passing off. We also have experience in preparing and drafting agreements to secure intellectual property rights.

SECURITIES 

The firm advises both local and foreign clients on the full range of securities law issues, including initial public offer (IPO), listing regulations, bonds, derivatives, substantial shareholding, disclosure requirements, de-listing, merger and acquisition involving listed companies, regulatory compliance of listed and unlisted companies, etc. We also represent clients in litigation concerning securities laws.

TAXATION

The firm has a diverse tax practice that includes advising on income tax, VAT and customs related issues arising from the domestic and international trade, compliance requirements for individuals and domestic and international entities carrying on business in Bangladesh, including in the not for profit sector, corporate re-organisation and other related corporate work.

We have extensive experience in judicial review of administrative decisions concerning, inter alia, assessment and payment of customs duty, VAT and income tax. Our services include challenging administrative decisions of the tax regulatory authorities arising from assessment of customs duty, VAT and income tax, the imposition of fines, seizure and confiscation of goods, classification of H.S. Code of the imported goods, cancellation of rebate, bond license, etc. before statutory tribunals and the superior courts.

TELECOMMUNICATIONS

Telecommunication, including voice and data services, is a core area of practice of the firm. We provide regulatory advice on telecom, IT, e-commerce and media. We have advised telecom operators on licensing and regulatory issues, including licensing guidelines and auction process, interconnection agreements, frequency allocations, equipment leasing and infrastructure sharing agreements. The firm has advised the largest operator in Bangladesh in respect of its bid for 3G auctions.

The firm was involved in a number of recent major acquisitions by foreign investors of stakes in Bangladeshi telecom companies. The firm has also been involved in restructuring the passive telecom infrastructure as a separate business portfolio. The firm advised telecom companies or lenders in a number of financing transactions in the sector and also advised in relation to issuance of securities and raising funds from the capital market.

The firm has advised telecom operators in relation to internal management issues, such as, roaming services, billing, introduction of new technologies and platforms, human resource management, etc. We also acted in disputes between shareholders of telecom companies and advised and acted in litigation on behalf of a number of telecom operators in various types of disputes with the regulator. The firm also provides all types of assistance to telecom companies in relation to customs duty, VAT and income tax.