Yes, in most cases. The Bank Company Act 1991 and Bangladesh Bank's directions require prior approval for acquisitions of bank shares above specified thresholds, and for appointments of directors. Bangladesh Bank will examine the buyer's identity, beneficial ownership, financial standing, source of funds and the suitability of proposed directors. Limits on shareholding by individuals, families and connected groups also apply. Because the thresholds and procedures are set by statute and regulatory directions that change from time to time, we confirm the current rules at the start of each transaction and build the approval process into the deal timetable.

There is no fixed timetable. Timing depends on the regulator, the size and sensitivity of the deal, the completeness of the application, the buyer's profile and whether more than one authority is involved. Deals involving foreign buyers, listed targets or weak institutions tend to attract more questions and requests for further documents. We cannot promise any particular period, but a well-prepared application that anticipates the regulator's concerns usually moves faster than one that needs repeated clarification. In financial institution acquisitions we therefore set long-stop dates and interim covenants that allow a realistic margin for regulatory review.

Foreign investment in the financial sector is possible but is closely regulated. Each regulator applies its own approval requirements, and some sectors have specific rules on foreign shareholding, local directors and management. Foreign investors also need to consider Invest Bangladesh registration where relevant, Bangladesh Bank rules on bringing in capital and repatriating dividends and sale proceeds, and tax. We advise foreign buyers on whether their proposed stake and governance rights are achievable, how to present the application, and how to structure the investment so that future exit and repatriation are protected. Early regulator engagement often helps considerably.

Regulators typically look at the integrity, reputation, financial soundness, experience and independence of the buyer, its ultimate owners and its proposed directors and senior managers. They will ask about criminal and regulatory history, defaults on loans, connected businesses, the source of acquisition funds and the buyer's plans for the institution. Incomplete or inconsistent answers almost always cause delay. We help clients gather the information early, identify potential concerns such as past defaults or related-party links, and prepare explanations or structural solutions before the application is filed. Consistency across every regulator filing is essential throughout.

Beyond standard corporate issues, the key areas are asset quality and provisioning, capital adequacy, regulator inspection findings and directions, related-party and large exposures, compliance with AML and sanctions rules, litigation, IT systems and outsourcing, and data protection. In Bangladesh, buyers should pay particular attention to classified loans, rescheduling history and pending regulatory actions. Access to customer information is restricted by bank secrecy and the Personal Data Protection Act 2026, so due diligence for financial institution acquisitions usually relies on staged disclosure and anonymised data. We also check regulator directions and restrictions on dividends or expansion that may bind new owners.

Possibly. Many financial institution acquisitions raise competition questions. The Competition Act 2012 gives the Bangladesh Competition Commission power to review combinations, including acquisitions and mergers, that may have an adverse effect on competition, and merger notification rules set out when a filing is required. Whether a particular deal must be notified depends on the parties, their market positions and the applicable thresholds. Sector regulators and the Competition Commission may therefore both review the same transaction. We assess whether notification is required, prepare the filing if it is, and coordinate the competition timeline with the sector approvals.

Where the target is listed on the Dhaka or Chittagong stock exchange, BSEC's rules on substantial acquisition of shares and takeovers apply in addition to the sector regulator's requirements. Crossing certain shareholding levels can trigger disclosure obligations or a mandatory offer to other shareholders, and price-sensitive information rules affect communications during the deal. Insider dealing rules also apply to everyone who knows about the transaction. We coordinate BSEC compliance with the sector approval process so that disclosure, offer and closing steps happen in the right order. Listed financial institution acquisitions need especially careful planning and timetabling.

Sellers usually want reasonable certainty that the buyer will cooperate fully with the approval process, accept reasonable regulatory conditions and not walk away without good cause. Common protections include detailed cooperation covenants, a long-stop date with extension rights, a reverse break fee where appropriate, restrictions on the buyer's ability to renegotiate price, and clear interim conduct rules that allow the business to keep operating. We negotiate these protective terms with the regulatory roadmap in mind, so that the seller is protected without making the deal unattractive to serious buyers in financial institution acquisitions.