A company usually begins by confirming eligibility, appointing an issue manager, auditors and legal advisers, and preparing its corporate structure, audited accounts, board and governance for listing. Legal due diligence and prospectus drafting follow, with valuation and pricing determined under the fixed price or book building method. The offer document is filed with the securities regulator for approval, and the exchanges consider listing. After subscription and allotment, the shares are credited through the depository and trading begins. Timelines vary with the company's readiness and the regulator's review, so early preparation for the capital markets process matters.

Yes. Non-resident investors can invest in listed securities through designated foreign currency and taka accounts with authorised banks, using licensed local brokers and custodians. Investment proceeds, dividends and sale proceeds can generally be repatriated, subject to foreign exchange rules, documentation and applicable taxes. Some sectors and instruments carry additional restrictions or approval requirements, and practical issues such as dollar availability have at times affected repatriation timing. We advise foreign institutional and individual investors on account structures, custody arrangements, tax treatment and the practical steps needed to invest in and exit from Bangladesh's capital markets.

Listed companies must publish periodic financial statements, hold annual general meetings, disclose price-sensitive information promptly to the regulator and the exchanges, and comply with the corporate governance code, including requirements on independent directors, board committees and related-party transactions. Directors, sponsors and major shareholders must report dealings and observe restrictions around price-sensitive information. Failures can lead to penalties for the company and individuals, and to loss of confidence among capital markets investors. We help listed companies build internal disclosure processes, prepare announcements and respond to regulatory queries, so that their position in the capital markets is protected.

Debt securities can be issued publicly or through private placement, under rules that set out requirements for disclosure, credit rating, trustee appointment, use of proceeds and investor protection. Public issues need approval from the securities regulator and may be listed on the exchanges. Sukuk require a Shariah-compliant structure, typically based on underlying assets, and a Shariah supervisory opinion. Banks issuing capital instruments also need Bangladesh Bank approval. We structure the instrument, prepare information memoranda and trust deeds, advise trustees on their duties, and coordinate approvals so that the issue reaches investors in the capital markets efficiently.

The substantial acquisition and takeover rules require disclosure when an acquirer crosses specified shareholding thresholds, and acquisitions above higher thresholds or involving a change of control can trigger an obligation to make an open offer to other shareholders, unless an exemption applies. The rules also govern offer pricing, timing and the conduct of the target board. Acquisitions by foreign investors may need additional approvals, and sector regulators can have their own consent requirements. We advise acquirers and target companies on stake building, exemptions, open offer documentation and the interaction with other regulatory approvals required for the transaction.

The securities legislation prohibits fraudulent and manipulative practices, insider dealing and false or misleading statements. The regulator can investigate, issue show-cause notices, impose fines, suspend or cancel registrations, bar individuals from the market and refer serious matters for criminal prosecution. Directors and officers of listed companies and intermediaries can be held personally responsible for these failures. Investigations can be lengthy and involve trading records, beneficial ownership data, communications and detailed financial analysis. We represent clients from the first inquiry, prepare responses and submissions, and challenge findings or penalties that are unsupported or disproportionate in the capital markets context.

Investors who relied on false or misleading statements in a prospectus or other disclosure may have remedies against the issuer, its directors and, in some cases, issue managers, auditors and experts, under securities and company law. Complaints to the securities regulator can lead to enforcement action, while civil claims seek compensation. Evidence of the statement, reliance and loss is central, and limitation periods apply. Group claims by many investors raise procedural questions about representation and costs. We advise investors and defendants on the strength of claims, regulatory routes and settlement, and represent clients in capital markets proceedings.

Each category of intermediary, including stock brokers and dealers, merchant bankers and issue managers, asset managers, trustees, custodians and depository participants, must register with the securities regulator and, where relevant, become a member or participant of the exchanges or the depository. Requirements cover capital, fit and proper management, systems and compliance. Changes of ownership or control usually need prior approval, and licences carry continuing reporting duties. We advise local and foreign applicants on the licensing process, prepare applications, business plans and governance documents, and help licensed firms meet ongoing obligations, respond to inspections and handle disciplinary matters.