Cross-border mergers, acquisitions and asset sales involving Bangladesh raise commercial, regulatory and enforcement questions that should be addressed in the Definitive Purchase Agreement (DPA). The guidance below is intended for deal teams drafting or negotiating DPAs from a London base (Holborn Gate, 330 High Holborn, London, WC1V 7QH) and is framed to help inform discussions with local counsel and commercial advisers.

Core components of a DPA

A well-drafted DPA will typically allocate risk and define the mechanics of the transaction. Key contractual areas to cover include:

• Identification of assets or shares being transferred, and permitted exclusions;
• Purchase price structure, adjustments, payment mechanics and any escrow or holdback arrangements;
• Representations and warranties (scope, materiality qualifiers and disclosure schedules);
• Indemnities, liability caps, baskets, survival periods and mitigation obligations;
• Conditions precedent and closing deliverables (regulatory approvals, third-party consents, certificates);
• Post-closing covenants, transition support, employee arrangements and tax cooperation;
• Dispute resolution, governing law and enforcement mechanisms; and
• Confidentiality, announcement protocols and break/termination rights.

Cross-border considerations specific to Bangladesh transactions (high level)

Transactions touching Bangladesh require coordination between the chosen transactional law (often English law for cross-border certainty) and compliance with local law and administrative practice. Typical areas to review with local advisers include:

• Regulatory approvals and filings (investment screening, sectoral licences);
• Foreign-exchange and repatriation rules applicable to purchase price or dividends;
• Restrictions affecting ownership of land or regulated assets;
• Tax implications (withholding, stamp duties, transfer pricing exposure and post-closing audits); and
• Practical enforceability of choice of law and dispute resolution clauses in the Bangladeshi context.

These points are prompts for due diligence rather than a substitute for specialist local advice.

Drafting and negotiation strategies

In cross-border DPAs parties often prioritise clarity on risk allocation and predictable closing mechanics. Consider these negotiating themes:

• Use clear, granular disclosure schedules to limit generalised qualification language;
• Negotiate survival periods and carve-outs that reflect identifiable, quantifiable risks;
• Contemplate escrow, retained funds or RWI (representations & warranties insurance) where appropriate to bridge valuation gaps;
• Ensure closing mechanics are workable in practice, accounting for time zones, translations and local filing timelines; and
• Draft covenants to secure cooperation for post-closing regulatory or tax audits.

Practical checklist (to discuss with local counsel)

• Confirm target corporate structure and any foreign ownership limits;
• List required government approvals and estimated timelines;
• Complete regulatory, tax, employment and title due diligence;
• Identify third-party consents and novation requirements;
• Agree disclosure process and schedules; set survival and limitation regimes;
• Document escrow mechanics, currency conversion and repatriation steps;
• Plan for filings and registrations post-closing in local registries; and
• Agree dispute resolution forum and interim relief mechanisms.

Jurisdiction and sources

When planning a transaction that involves Bangladesh and/or English law, primary official sources to consult include:

• Bangladesh: Ministry of Commerce; Bangladesh Investment Development Authority; Bangladesh Bank; National Board of Revenue; Registrar of Joint Stock Companies and Firms; Bangladesh Securities and Exchange Commission.
• England and Wales: HM Revenue & Customs; Companies House; the courts of England and Wales; London-seated arbitration institutions.

Engage qualified local counsel in Bangladesh to verify statutory requirements and procedural steps applicable to the transaction.

General information only; not legal advice and not a substitute for advice on a particular matter.