Justice Corner: Corporate Disputes, Resolved
When a company dispute starts costing you money, control and sleep, Justice Corner turns it into a clear legal strategy and a court-backed result.
Companies rarely fail because of the market alone. They fail when partners stop trusting each other. A founding director is voted out of the company he built. A majority shareholder treats the company's bank account as his own. Board meetings stop, or go ahead without you. The audited accounts no longer match what was filed with the Registrar. A foreign partner goes silent with the company's money.
These are not just business problems. Each one has a legal answer under the Companies Act, 1994, and Bangladesh's courts have shown again and again that they will give it. The difference between a client who recovers his position and one who walks away with nothing is usually the advice he gets, and how early he gets it.
Why corporate disputes need specialist counsel
Company law in Bangladesh is not learned from the statute alone. Section 233 of the Companies Act gives the court power to make "such other order as it deems fit". What that means in practice has been worked out case by case, over more than 25 years of judgments of the Company Bench and the Appellate Division.
Those judgments hold answers that are not obvious from the text of the Act:
A majority can be ordered to buy out the minority at an expert valuation, even when the minority never asked for it (HBS Association, AD 2005).
An arbitration clause in the Articles does not stop the court from hearing an oppression petition (Capital Tower, HCD 2008).
A pending money suit does not bar a petition under Section 233 (Nahar Shipping, AD 2003).
The court can cancel the minority's personal guarantees to the company's banks as part of a buyout, without the banks' consent (Desh Energy, HCD 2014).
When the other side refuses to appear, even from abroad, the court can still bar the majority from the board and freeze its shares (Maxwell Stamp, HCD 2020).
A lawyer who knows these authorities can open doors that a general practitioner may not know exist. One who does not may file the wrong case, in the wrong forum, asking for the wrong relief.
What we handle
| Your problem | How we solve it |
|---|---|
| Shut out by the majority. No information, no dividends, no say in management. | A petition under Section 233 for orders restoring your rights, regulating the company's conduct, or compelling a fair buyout. |
| Money missing from the company. Diverted funds, secret side deals, assets sold without authority. | Court-appointed audits of past years, cancellation of unlawful transactions, and orders for every unlawful gain to be repaid to the company. |
| Falsified or missing accounts. "Revised" audit reports, no audit for years. | Exposing the discrepancies against RJSC filings, and asking the court to appoint an independent auditor. |
| Boardroom deadlock. Meetings boycotted, quorum denied, no valid board. | Applications under Section 85(3) for court-ordered meetings, a court-appointed chairman, or a reconstituted board. |
| Removed as director or managing director. Bank-signing powers taken away, a manufactured "vacancy". | Challenging the removal and the meetings behind it, and protecting your seat under Sections 106 and 108. |
| You want out at a fair price. Shares that no outsider will buy, personal guarantees to banks. | Negotiated or court-ordered exits at an expert-assessed value, with release from personal guarantees. |
| A foreign or joint-venture partner in breach. Funds held abroad, a partner who will not engage. | Proceedings that work even when the other side stays away: service abroad, ex parte hearings, share freezes. |
| A company that cannot be saved. Total deadlock between equal shareholders. | Winding up on the just and equitable ground under Section 241, with an official liquidator to take over the assets. |
How we work
The reported cases show one thing clearly: these disputes are won on documents and on early, precise action. Our method is built around that.
A frank first assessment. We check your standing, the Memorandum and Articles, any shareholders' or joint-venture agreement, and the company's RJSC filings. Then we tell you plainly whether you have a case, how strong it is, and what it is likely to cost in time and money.
Evidence before argument. We obtain certified Schedule X and Form XII records and compare filed audit reports with the company's own. We trace bank transactions and check every meeting for notice and quorum. Where it helps, we prepare written demands to the other side, because their answer, or their silence, often becomes the strongest evidence.
Urgent protection first. If assets, shares or records are at risk, we seek interim orders at the admission hearing, before the damage is done.
The right remedy, not just any remedy. Some clients need their place in management restored. Others need the company's money recovered. Others need a clean exit at a fair price. We frame the petition around the outcome you actually want.
Through to the end. We work with court-appointed chairmen, auditors and valuers, make sure the order reaches the RJSC, and defend the result if the other side appeals to the Appellate Division.
Whenever the facts allow, we also look for a negotiated solution. A well-prepared case is often the best leverage for a fair settlement.
What the courts have done in situations like yours
These reported decisions show the relief that is available. Each one involved a shareholder who could easily have given up.
Locked out for 15 years, then paid in full. A family holding 27.06% of a shipping company was cut off from management, information and dividends from 1987. The court ordered the majority to buy their shares for Tk. 7.49 crore within three months, with 7.5% interest until paid. The Appellate Division refused the majority leave to appeal. (Nahar Shipping, HCD 2001; AD 2003)
A founder removed, and the majority made to buy him out. A sponsor director was removed from the board and lost his bank-signing rights. The court ordered the majority to buy his shares at a chartered accountant's valuation. The Appellate Division upheld the order even though he had never asked for a buyout. (HBS Association, AD 2005)
Tk. 14.5 crore missing, and the majority sidelined. A foreign parent company held its Bangladeshi subsidiary's funds and the money vanished. The court barred the parent from appointing any director until it repaid, froze its 60% stake, and confirmed directors it had itself appointed. (Maxwell Stamp, HCD 2020)
Out with 20%, and free of the bank guarantees. Two founders were stripped of management and bank-signing powers. The court ordered the majority to buy their 20% at an independent valuation and cancelled the founders' personal guarantees to the company's banks. (Desh Energy, HCD 2014)
A side deal unwound. Directors had signed a personal agreement under which the company's contractor would pay them Tk. 1 crore. The court declared it illegal, ordered every unlawful gain repaid to the company, and put a neutral chairman in charge of the board while a fresh audit was done. (Capital Tower, HCD 2008)
These are reported decisions of the Supreme Court of Bangladesh, described to show what the law allows. They are not Justice Corner's own matters, and every case turns on its own facts.
Why clients choose Justice Corner
Depth in company law. We work with the full line of Section 233 authority, from Md. Faruk (1998) to Maxwell Stamp and Tees Mart (2020), and we know how the Company Bench applies it.
Strategy built on outcomes. We start from the result you need, whether that is control, recovery or exit, and work back to the petition that can deliver it.
Speed when it matters. Interim protection is often decided in the first hearing, so we prepare for it from day one.
Straight advice. If your case is weak, or a settlement serves you better than litigation, we will say so.
Who leads your case
The Justice Corner is led by Barrister Mohammad Imam Hossain, Advocate of the Supreme Court of Bangladesh and Head of Chamber.
More than two decades in practice. Enrolled in 2003 and practising in the High Court Division since 2012.
Qualified at home and in London. Barrister-at-Law (2009); LL.M., Queen Mary University of London; LL.M. (2004) and LL.B. (2002), University of Dhaka.
Trusted by financial institutions. Panel lawyer for Islami Bank Bangladesh Limited, BASIC Bank Limited, The City Bank Limited, Jamuna Bank Limited, Dhaka Bank Limited and IDLC. That banking work gives the chamber an inside view of how lenders treat company loans, securities and the personal guarantees that so often trap directors in a failing company.
Broad commercial practice. Corporate law, banking law, contracts, partnership and property law, regulatory and tax matters, intellectual property, and ADR, alongside civil and criminal litigation. Corporate disputes rarely stay in one box, and neither do we.
Talk to us before the other side moves first
In a company dispute, delay helps whoever controls the bank account. Records disappear, assets are sold and positions harden. If you are a shareholder or director facing any of the problems above, contact Justice Corner for a confidential assessment.
The Justice Corner
Chamber: Suite No. 1205, 11th Floor, Zaman Tower, 37/2 Culvert Road, Purana Paltan, Dhaka
Court chamber: Room 228, Main Building, Supreme Court of Bangladesh
Phone: +880 1760 907777
Email: info@thejusticecorner.net
This article is general information, not legal advice on any particular matter.