In most cases, yes. Bangladesh Bank's foreign exchange rules require transfers of shares between residents and non-residents to be priced fairly, and authorised dealer banks typically ask for a valuation report before processing the inflow or outflow. The method expected can depend on whether the company is listed, its financial position and the transaction type. Without an acceptable valuation, the bank may decline to process the payment, which can delay completion and complicate later repatriation. We advise on the valuation basis early, so that the report is commissioned in the right form and on the right date.

Common methods include discounted cash flow, comparisons with listed companies or similar transactions, and net asset value. Each suits different businesses: a profitable operating company is often valued on earnings or cash flow, while a property holding company may be valued on its net assets. Regulators, tax authorities and courts may prefer particular methods for their own purposes. The method is ultimately a matter for the valuer, but the legal purpose of the business valuation, and any contractual or regulatory requirements, should be clear in the instruction letter so that the method chosen fits the question being asked.

Yes. The National Board of Revenue may examine whether a transfer price reflects value, especially in transactions between related parties or where the consideration appears low compared with the company's assets or earnings. Questions can arise on capital gains tax, withholding obligations and stamp duty, and transfer pricing rules may apply to cross-border related-party transactions. Tax rates and rules have changed in recent finance acts, so the current position should be checked for each deal. We review the business valuation and supporting documents with the client's tax advisers before signing, to reduce the risk of later challenge.

Most share purchase agreements that use completion accounts provide a timetable for the buyer to prepare the accounts, for the seller to raise objections, and for unresolved items to be referred to an independent accountant acting as an expert. The expert's decision is usually final and binding on accounting matters, except for manifest error. Disputes about the interpretation of the agreement itself may go to arbitration or court. We advise on the contractual steps and deadlines, prepare submissions to the expert, and, where the process has been misapplied, challenge the expert's determination through the agreed dispute resolution route.

Where a court orders a buyout in an oppression or mismanagement case, or a dispute arises over a contractual exit, it must decide the value of the shares at a particular date. Key issues include the valuation date, whether a minority discount should apply, the effect of any mismanagement on value, and the reliability of the company's accounts. Courts in Bangladesh tend to rely heavily on expert evidence and documentary records. We frame the legal questions for the expert, test the opposing business valuation, and argue the legal principles that should guide the court's approach to fair value.

Compensation for breach of contract can include loss of profits where the loss arose naturally from the breach or was within the parties' contemplation when they contracted, subject to proof. Claims for the loss of a business or a project often require expert evidence on what the business would have earned. Speculative projections are vulnerable to challenge, particularly for new businesses without a trading record. We work with experts to build a business valuation or loss model that is grounded in documents, consistent with the legal test for damages, and realistic about uncertainty, which improves its credibility before a tribunal.

The right expert depends on the purpose. Chartered accountancy firms commonly prepare valuations for share transfers, regulatory filings and tax. Corporate finance advisers and international valuation firms may be better suited to large cross-border transactions or sector-specific businesses. In disputes, the expert must be independent and able to give evidence under cross-examination, which requires both technical skill and experience as a witness. We help clients select experts, check for conflicts of interest, and agree the scope, timetable and fees before work begins, so that the report meets the legal purpose it is intended to serve.

Generally, yes, provided it is clear and workable. Courts and tribunals usually give effect to an agreed mechanism, such as appointment of an independent expert to determine fair value, unless the process has not been followed or the expert has departed from the instructions. Problems arise where clauses are vague about the standard of value, the treatment of discounts, the valuation date or what happens if a party refuses to cooperate. We review existing clauses before an exit is triggered and, when drafting new agreements, design valuation provisions that can actually be applied when a relationship breaks down.