Bahauddin Foizee

No one is above the law, and no one is immune from mistakes. Neither you nor others. Neither the employees and managers of companies nor the company directors. The question is: what happens when someone holding the position of a director in a company violates a legal provision related to company-law or any other relevant law? Or, what should a director do when he/she is confused about whether or not he/she has violated any company-law?

When you, as the director of a company, breach or violate any legal provision of company-law in Bangladesh (or anywhere else in the world), you must immediately consult an ‘external’ Law-Professional who have appropriate expertise in the area, instead of consulting your company’s ‘internal’ legal officers/executives or legal counsels.

You may be already wondering:

What happens if I consult my company’s ‘internal’ legal officers/executives or legal counsels, instead of an ‘external’ Law-Professional.

Well, here’s the answer. The ‘internal’ law officers/executives/counsels, who happen to be the full-time employee of your company, may not have the appropriate expertise to provide ‘legal opinion’ on your violation of the company-law; because these employees in the company’s law-department (or legal & compliance department) are not involved in the mainstream law-practice and, hence, they lack the indepth knowledge about the entirety of company-law. Even if some of these employees know the entirety of company-law, they lack the understanding about impacts, implications and proper implementation of the relevant provisions of the company-law in the practical legal world.

Hence, the right approach for you would be to reach out to an ‘external’ Law-Professional who is not a direct employee of your company’s law-department (or legal & compliance department).

Therefore, whenever such problems or confusions arise, it would be wise for you (as a company’s Director) to approach an ‘external’ Law-Professional who have appropriate expertise in the area of company-law and who regularly deals with various types of legal opinions.

You may consult with such ‘external’ Law-Professionals on:

• whether any of your conduct has already violated any provisions of company-law or other relevant law; or
• whether any decision you are willing to take in near-future could violate any provisions of company-law or other relevant law.

Bahauddin Foizee regularly writes posts related to legal affairs with the intention to help individuals and businesses better understand what should they do to carry-out an action legally without violating law and legal provisions.