Due diligence for share acquisitions and corporate transactions involving Bangladesh
Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, acts for international investors and corporates on cross‑border M&A and corporate transactions where one party, asset or target is located in Bangladesh. The following provides a practical, transaction‑oriented framework for conducting UK‑led due diligence and structuring a share acquisition while recognising the need for detailed local advice.
Key due diligence themes (UK and cross‑border focus)
Cross‑border transactions raise both conventional corporate risks and additional issues that can affect deal value and implementability. Focus areas for an England & Wales‑centric team should include:
- Corporate and ownership: chain of title, constitutional documents, shareholder agreements, share registers and any third‑party transfer restrictions.
- Regulatory and approvals: identification of required foreign investment approvals, licensing regimes and any sectoral restrictions (initially mapped by UK counsel and confirmed with local advisers).
- Compliance and integrity: anti‑money laundering (AML), anti‑bribery and corruption (ABC) screening, and sanctions screening against UK/UN/other lists.
- Financial and tax: historic financials, tax filings, exposure to withholding taxes and potential Bangladesh/UK tax consequences of deal structure.
- Employment and benefits: outsourced arrangements, termination liabilities and local employment protections that may give rise to contingent liabilities.
- Material contracts, property, IP and environmental issues that may restrict value extraction or require remediation.
Transaction structuring and risk allocation
Choice of governing law and dispute resolution are early commercial decisions. English law and London arbitration are commonly used for cross‑border deals because of predictability and enforceability, but local law compliance hurdles must also be addressed.
Key structuring tools include warranties and indemnities, escrow/retention mechanisms, completion accounts and conditionality (e.g., regulatory clearance). Consideration should be given to pre‑closing covenants and completion deliverables that can be verified from London with co‑operation from local counsel.
Practical checklist
- Open a secure data room and prioritise critical documents: constitutional docs, certified share registers, audited accounts, major contracts, licences and litigation files.
- Carry out KYC/AML and sanctions screening on counterparties and significant shareholders.
- Engage reputable local counsel to verify regulatory approvals, land/title and sectoral compliance.
- Obtain tax advice on withholding, permanent establishment and repatriation consequences.
- Negotiate clear closing conditions, escrow and post‑completion adjustment mechanisms.
- Plan enforcement routes for remedies and consider the practicalities of asset recovery in the target jurisdiction.
Jurisdiction and sources
Primary UK sources and regulators to consult:
- Companies House (company records)
- HM Revenue & Customs (HMRC)
- HM Treasury Office of Financial Sanctions Implementation (OFSI)
- Financial Conduct Authority (FCA)
- Foreign, Commonwealth & Development Office (FCDO) country guidance
For local procedural and regulatory matters, instruct local advisers and consult relevant Bangladeshi authorities (for example, the investment authority, central bank and company registrar) as appropriate.
Our Holborn Gate team can co‑ordinate England & Wales transactional drafting, cross‑border risk management and engagement with local counsel to support an executable acquisition strategy.
General information only; not legal advice and not a substitute for advice on a particular matter.