Equity Capital Markets Lawyers in Bangladesh
Equity capital markets advice for companies preparing to list, listed issuers, sponsors, issue managers and investors in Bangladesh and abroad: we handle IPO readiness and structuring, prospectus and BSEC approvals, rights issues and placements, takeovers and the governance and disclosure obligations that follow listing.
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Our equity capital markets practice in Bangladesh
Listing on the Dhaka Stock Exchange or the Chittagong Stock Exchange gives a company access to public capital, a market price for its shares and liquidity for founders and early investors. It also brings lasting obligations on disclosure, governance and conduct. Our equity capital markets practice advises companies, sponsors, issue managers, underwriters and investors on initial public offerings, qualified investor offers on the SME platform, rights issues, private placements by listed companies, block trades, takeovers and delisting. The work forms part of our corporate and finance practice in Bangladesh. Our lawyers work in the equity capital markets regularly.
The Bangladesh Securities and Exchange Commission regulates public offers, listed company disclosure, corporate governance and market conduct, and the two exchanges apply their own listing regulations. BSEC's public issue rules set the eligibility criteria, the fixed price and book building methods, valuation and pricing requirements, prospectus content, lock-in periods for sponsors and the responsibilities of issue managers, auditors and valuers. The rules have been revised several times and further reform is signalled, so a company planning to list should confirm current eligibility, pricing and lock-in requirements early rather than rely on an earlier issuer's experience or an outdated template.
Most of the work in an IPO happens before the application is filed. A company usually needs to convert to a public limited company, tidy up its share capital and shareholder records, regularise any past foreign investment or loans, resolve title and licence issues, put a compliant board with independent directors in place and adopt the governance framework BSEC expects. Related-party transactions and group arrangements must be documented on arm's length terms. We run due diligence and help management address issues before they appear in the prospectus or are raised by the regulator. Preparation shortens the equity capital markets timetable.
After listing, a company must comply with continuous disclosure of price-sensitive information, periodic reporting, dividend rules, insider trading restrictions and the BSEC corporate governance code. Changes in control are governed by BSEC's rules on substantial acquisition of shares and takeovers. Foreign investors can buy listed shares through accounts and channels Bangladesh Bank recognises for portfolio investment, with dividends and sale proceeds repatriable on proper documentation. Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub lead our equity capital markets work, advising issuers, investors and intermediaries on both sides of the market. Investor relations and analyst briefings also need legal input.
We work alongside issue managers, auditors, valuers, credit rating agencies and underwriters, and with counsel in the UK, US, UAE, China, India and Singapore when an offering involves foreign shareholders, overseas investors or a group listed elsewhere. Where disputes arise, such as challenges by minority shareholders, regulatory enforcement or contested takeovers, our dispute resolution team led by Adv Syed Wahid acts alongside the transaction team. If you are considering an IPO or another equity capital markets transaction, a short legal readiness review is usually the right starting point. We can start with high-level, non-confidential information about your plans.
Core workstreams
Four clear stages
- 01Readiness and planning
- 02Restructure and diligence
- 03Prospectus and approvals
- 04Life as a listed company
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →What we do in equity capital markets
IPO readiness and structuring
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Prospectus and BSEC approval
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Rights issues and placements
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Takeovers and substantial acquisitions
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Listed company compliance
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
Investigations and shareholder disputes
- Readiness and planning
- Restructure and diligence
- Prospectus and approvals
- Life as a listed company
IPO readiness and structuring
We assess whether a company meets the eligibility requirements for listing on the main board or the SME platform, identify legal and governance gaps, and plan the steps to close them. That includes conversion to a public company, capital restructuring, pre-IPO placements, regularising past foreign investment, reviewing title, licences and material contracts, and designing a board and committee structure that meets BSEC requirements from day one. Our equity capital markets team ranks findings by priority.
Prospectus and BSEC approval
We draft and review the legal sections of the prospectus or offer document, carry out legal due diligence, prepare verification notes and coordinate with the issue manager, auditors and valuers. We assist with the BSEC application and responses to Commission queries, and with exchange listing applications, so that the offer can proceed to subscription and allotment on a timetable that reflects the regulatory review. Verification is thorough, because prospectus liability is personal for directors.
Rights issues and placements
Listed companies raise further equity through rights issues, preferential placements and other follow-on offerings. We advise on the BSEC and exchange requirements, shareholder approvals, pricing, underwriting and disclosure for each route, and on the treatment of foreign shareholders who cannot or do not wish to participate. We also advise investors subscribing for significant stakes in listed companies on their obligations. Each equity capital markets route has different timing and cost implications.
Takeovers and substantial acquisitions
Acquiring a significant stake in a listed company in Bangladesh can trigger disclosure obligations and, above specified thresholds, a mandatory offer under BSEC's substantial acquisition and takeover rules. We advise acquirers, target boards and sellers on stake building, mandatory and voluntary offers, exemptions, sponsor share transfers and the foreign exchange and approval steps involved where the acquirer is foreign. Early planning avoids an accidental mandatory offer obligation.
Listed company compliance
We advise listed issuers on continuous disclosure, price-sensitive information, insider trading policies, related-party transactions, dividend declarations and distribution, annual general meetings and the corporate governance code. We review board processes and disclosure controls, prepare policies and train directors and company secretaries, so that compliance is built into the company's routine rather than handled only after a regulatory query. Practical compliance calendars are also prepared and maintained for the company secretary.
Investigations and shareholder disputes
When BSEC opens an inquiry, an exchange queries trading or disclosure, or shareholders challenge a resolution or transaction, we advise on the response and represent the company, directors or investors. We handle enforcement proceedings, appeals and court applications with our disputes team, and advise on minority shareholder protections, oppression claims and disputes between sponsors that can affect a listed company. Early, measured engagement with the regulator often limits the damage.
Partner-led, on every matter.
Corporate & Finance matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.
Meet the firm →01What does a company need to list on the Dhaka Stock Exchange?
Broadly, an equity capital markets listing requires that the company be a public limited company meeting BSEC's eligibility criteria for the chosen board, which typically relate to paid-up capital, operating history, profitability or other financial metrics, audited accounts and governance. It must appoint an issue manager, obtain valuation reports where required, prepare a prospectus, and obtain BSEC consent and exchange approval. Sponsors and directors face lock-in requirements on their shares. Criteria differ between the main board and the SME platform and have changed over time, so we confirm the current requirements for each company at the outset.
02How long does an IPO in the Bangladesh equity capital markets take?
There is no fixed statutory period. Preparation, including restructuring, due diligence, audits and drafting, can take many months, depending largely on how ready the company is. BSEC review then takes time, often with queries and requests for further information, followed by subscription, allotment and listing. Book building adds a bidding stage for eligible investors before the public offer. Market conditions, investor appetite and the regulator's priorities affect timing. We help issuers set a realistic plan and keep the legal workstream moving, so that the equity capital markets process is not held up by avoidable legal issues.
03What is the difference between the fixed price and book building methods?
In a fixed price offer, the issue price is set in advance, subject to BSEC's valuation and pricing requirements, and the public subscribes at that price. In book building, eligible investors bid through an electronic process to discover a cut-off price, after which the general public subscribes, typically at a discount to that price. Book building can support higher valuations for strong companies but involves more process, more investor scrutiny and more detailed disclosure. The available methods and their conditions are set by BSEC's public issue rules and should be confirmed afresh for each transaction.
04Can foreign-owned subsidiaries of multinational groups list in Bangladesh?
Yes. Several well-known subsidiaries of multinational groups are listed on the Dhaka and Chittagong exchanges. A foreign-owned company considering a listing must meet the same eligibility, disclosure and governance requirements as local issuers, and must address issues such as related-party arrangements with the parent, royalty and service fees, and the treatment of foreign shareholders in any offering. Foreign investment records and approvals, now within the Invest Bangladesh framework that replaced BIDA from 23 August 2026, should be in order before listing. We advise multinational groups on whether and how to approach the Bangladesh equity capital markets.
05Can foreign investors buy shares in Bangladeshi listed companies?
Yes. Foreign portfolio investors can invest in listed shares through accounts and channels that Bangladesh Bank recognises for that purpose, typically by opening a designated foreign currency or Taka account with an authorised dealer bank and a beneficial owner account with a broker. Investments made through these channels can usually be repatriated, together with dividends, after tax and with supporting documents. Some sectors, such as banking and telecoms, have specific shareholding limits or approvals. Significant acquisitions may trigger BSEC's takeover rules. We advise foreign investors entering the equity capital markets on account structure, tax and regulatory obligations.
06What are a listed company's main ongoing obligations to BSEC and the exchanges?
A listed company must prepare and publish quarterly, half-yearly and annual financial statements within prescribed periods, disclose price-sensitive information promptly, comply with BSEC's corporate governance code, hold annual general meetings and observe dividend rules, including how and when dividends must be distributed. Directors and insiders must follow insider trading restrictions and disclose their dealings. Material related-party transactions require disclosure and, in some cases, approval. Breaches can lead to significant fines, trading restrictions or other enforcement action. In practice, we help listed companies in the equity capital markets build processes that make compliance routine and defensible.
07When does buying shares in a listed company trigger a mandatory offer in the equity capital markets?
BSEC's rules on substantial acquisition of shares and takeovers require disclosure when an acquirer crosses specified shareholding thresholds and impose a mandatory public offer when an acquirer, alone or with persons acting in concert, acquires shares or control above a defined level, unless an exemption applies. The thresholds, pricing rules and exemptions should be checked in the current rules for each transaction. Indirect acquisitions, such as buying the parent of a listed company, can also be relevant and are sometimes overlooked. We advise acquirers, sellers and target boards on structuring, timing and compliance with these rules.
08Can a listed company delist or be taken private in Bangladesh?
Delisting is possible in Bangladesh but tightly controlled, because it removes the liquidity that public shareholders relied on when they invested. Voluntary delisting generally requires a special resolution or other shareholder approval, regulatory consent and an exit offer to minority shareholders on terms that protect them, and exchanges may also delist companies compulsorily for serious non-compliance. A sponsor or investor group considering a take-private should plan for valuation, financing, regulatory engagement and possible minority challenges. We advise on feasibility, the steps involved and the risks, before any announcement, approach to shareholders or market rumour forces the timetable.
From first call to resolution.
- 01
Readiness and planning
We review the company's structure, records, governance and contracts against current BSEC and exchange requirements, identify gaps and agree a plan and timetable with management, the issue manager and auditors. A short written report sets out priorities.
- 02
Restructure and diligence
We implement the corporate changes needed before filing, carry out legal due diligence, and work with management to resolve title, licence, related-party and foreign investment issues that would otherwise need prominent disclosure. All clean-up work is fully documented.
- 03
Prospectus and approvals
We draft and verify the legal content of the prospectus, support the BSEC and exchange applications, respond to queries and conditions, and advise on subscription, allotment and the listing process through to the first trading day. Each equity capital markets milestone is tracked.
- 04
Life as a listed company
After listing we advise on disclosure, governance, dividends, insider trading, follow-on offerings and takeovers, and represent the company or its directors if regulatory inquiries or shareholder disputes arise. Our equity capital markets team remains available as the company grows.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.

IPO Process in Bangladesh 2026: Rules, Roles, Costs and Timeline

BSEC Compliance in Bangladesh 2026: Governance, Disclosure, Dividends and Enforcement for Listed Companies

Substantial Acquisition of Shares in Bangladesh 2026: Takeovers of Listed Companies under the BSEC Rules 2018

Securities Law in Bangladesh 2026: Capital Market Rules, IPOs, Disclosure and Enforcement
All insights →
What are equity capital markets?
Who regulates equity capital markets in Bangladesh?
What is the SME platform?
What is a rights issue?
Do sponsors face lock-in after an IPO?
How are dividends from listed companies taxed?
What is price-sensitive information?
Who leads equity capital markets work at TRW & Co?
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