Ethical Issues in Legal Consulting: A Study on Corporate Law in Bangladesh

Abstract

Corporate legal consultants are key players in the process of influencing corporate governance, but in poorly regulated settings, their counsel may unconsciously contribute to illegal behavior. The article explores the behavioral and structural motivation of unethical consulting in Bangladesh, combining the doctrinal analysis, behavioral legal ethics and the theory of gatekeepers. It concludes that legal advice serves the client interest instead of the publics by formalist statutory frameworks, the narrow definition of directors and officers, loopholes facilitated by consultants, and symbolic CSR practices. The central behavior dynamics are partisan bias, obedience to authority, ethical fading and strategic legalism. The research has advanced a reform agenda to include the statutory expansion, civil and administrative fines, internal escalation obligations, safe harbor provisions, enhanced professional ethics and cultural interventions to entrench long-term governance integrity. The article suggests that ethical corporate legal consultation be perceived as an issue of governance of a society, and the legal advisor in this context be viewed as an institutional gatekeeper and not a client advocate.