It depends on the size of the target, the scope agreed and, above all, how quickly the seller provides documents. A focused review of a small company with good records can be completed relatively quickly, while a review of a manufacturing group with several land holdings, licences and subsidiaries takes considerably longer. Independent searches at public offices and land registries add time. We agree a realistic timetable at the start, provide an early red-flag summary of the most serious issues, and then complete the full report, so that commercial negotiations can continue while the detailed work is finished.

Frequent issues include incomplete or inconsistent RJSC filings and share registers, share transfers that were never properly recorded, land with gaps in title or unresolved mutation, expired or non-transferable licences, environmental or fire safety non-compliance, unpaid or disputed tax and VAT, withholding failures, undisclosed bank facilities or guarantees, related-party transactions on non-commercial terms, and pending litigation. Foreign-owned targets sometimes have gaps in investment registration or foreign exchange documentation. None of these automatically stops a deal, but each needs a clear plan for how it will be handled. Context matters in each case, including the target's history.

Documents provided by the seller are the starting point, but they should be verified wherever public records allow. We search RJSC records, including registered charges, check land records at the relevant offices, and make litigation enquiries. Where independent verification is not possible, the report says so clearly, and we recommend protection through warranties, indemnities or conditions. Relying only on the seller's documents risks missing charges, competing claims or proceedings that the seller did not disclose. A balanced approach combines document review, searches and management interviews to build a reliable picture of the business.

Findings should shape the deal documents directly. Serious issues may justify a price reduction, a condition requiring the seller to fix the problem before closing, or a specific indemnity covering a known liability. Other findings lead to tailored warranties, disclosure against the warranties, escrow or deferred consideration, or post-closing undertakings. Some risks are simply accepted once understood. We prepare the report with these choices in mind and then negotiate the agreement, so each important finding is addressed in the final documents. Before signing, we check the warranties and indemnities against the report.

Often, yes. A seller who reviews its own business before going to market can fix problems in advance, such as overdue filings, unrecorded share transfers or lapsed licences, and present a cleaner story to buyers. That can reduce the scope for price chips, shorten the timetable and limit the warranties and indemnities buyers demand. A vendor report may also be shared with bidders on agreed reliance terms. We prepare vendor reviews and help sellers organise a well-indexed data room, which signals preparedness and usually leads to a smoother negotiation. Buyers notice when records are organised and can raise fewer questions.

Data rooms often contain personal data about employees, customers and suppliers. With the Personal Data Protection Act 2026 now in force, sellers and buyers should limit disclosure to what is necessary, anonymise or aggregate data where possible, control access to the data room and agree confidentiality terms. Transfers of personal data to advisers or buyers outside Bangladesh need particular care. We advise on data room protocols and on reviewing the target's own data protection compliance, which has become a standard part of legal review for consumer-facing and technology businesses. Access logs should be kept.

Lenders, particularly foreign and development finance lenders, usually require a review of the borrower's corporate status, authority, existing debt and security, key licences, land and assets to be charged, and material litigation. They also need confirmation that the loan can be lawfully made and repaid under foreign exchange rules. The review supports conditions precedent, representations and the legal opinion. We act for lenders and borrowers on these reviews, focusing on the issues that affect enforceability, security and repayment rather than repeating a full acquisition-style exercise. For security, we check title and existing charges over the assets.

Cost depends on scope, the number of entities and properties, the quality of the target's records and the depth of independent searching required. Budgets can be controlled by agreeing materiality thresholds, focusing on value drivers, using a red-flag format and staging the work so that detailed review begins only once key commercial terms are agreed. We provide a scoped fee estimate at the outset and discuss any expansion of scope before it happens, so there are no surprises in the final invoice. A single point of contact on each side limits repeated requests.