Mergers & Acquisitions involving Bangladesh — guidance from our London office

Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, assists international clients on cross‑border M&A where the target or assets are in Bangladesh. The following sets out practical considerations from an England & Wales perspective and highlights the areas where Bangladesh‑specific clearance and local advice are essential.

Overview: cross‑border approach and allocation of responsibilities

Cross‑border M&A frequently involves parallel processes in the buyer’s and target’s jurisdictions. From a UK seat, transaction documents, financing arrangements and escrow arrangements are often governed by English law; corporate governance, regulatory filings and asset transfer formalities follow the law of the target’s jurisdiction. Effective allocation of responsibilities between UK counsel and Bangladeshi local counsel is critical to bridge differences in process, timing and disclosure standards.

Key transactional considerations

• Deal structure: asset purchase versus share purchase has tax, regulatory and labour consequences in the target jurisdiction.
• Due diligence: combine English‑style document requests with local statutory searches and regulatory checks carried out by local counsel.
• Regulatory approvals: foreign investment approvals, competition/antikidnap or sectoral licences can materially affect timetable.
• Tax and repatriation: understand withholding, indirect taxes and withholding mechanisms that affect consideration flows.
• Employment and transfer issues: local employment contracts, collective agreements and statutory entitlements may constrain post‑closing integration.
• Sanctions and export controls: perform sanctions screening and controls checks in both the UK and the target jurisdiction early in the process.

Practical checklist for London‑based deal teams

1. Confirm governing law and dispute resolution forum for core transaction documents (often English law and arbitration/English courts).
2. Engage vetted local counsel in Bangladesh promptly to run statutory searches and regulatory mapping.
3. Run sanctions and politically exposed person (PEP) screening for counterparties and ultimate beneficial owners.
4. Map required governmental approvals and approximate timelines; build conditionality into SPA and timetable.
5. Agree data room access, local privacy constraints and cross‑border data transfer protocols.
6. Plan for post‑close integration: licences, registrations, employment transfers and tax filings.

Local counsel and co‑ordination

Local counsel will typically perform statutory searches, coordinate filings with regulatory bodies, advise on sectoral licences and handle notarisation/legalisation where required. The London team coordinates multi‑jurisdictional negotiation, English law drafting and cross‑border financing, while relying on locally qualified advisers to confirm compliance with Bangladeshi substance, procedural and electronic filing requirements.

Jurisdiction and sources

Relevant official sources for initial fact‑finding and filings include:

• Bangladesh Investment Development Authority (BIDA)
• Bangladesh Securities and Exchange Commission (BSEC)
• Registrar of Joint Stock Companies and Firms (RJSC)
• National Board of Revenue (NBR), Bangladesh
• UK Companies House, HMRC and FCDO travel and country guidance for UK considerations

Engaging experienced local advisers and building in regulatory slack in timetables substantially reduces execution risk.

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