Some do. The Competition Act 2012 requires certain combinations, including mergers and acquisitions of control, to be notified to the Bangladesh Competition Commission, and the Commission can review whether a deal would substantially restrict competition. The detailed thresholds and filing procedures have been developing through regulations and practice, so each deal should be checked against the current rules. A filing may affect the timetable, and closing before approval where it is required carries risk. We assess whether a filing is needed and prepare it with the commercial teams involved. Early assessment protects the timetable.

Yes. Most sectors are open to foreign ownership, often up to 100 per cent, though some sectors have limits or require approvals. The purchase price must be paid through proper banking channels, share transfers between residents and non-residents may require valuation and reporting under foreign exchange rules, and the company may need to update its registration with Invest Bangladesh. Repatriation of dividends and sale proceeds later depends on these steps being completed correctly. We advise foreign buyers on structure, approvals and tax so that the investment is secure from day one. Sector caps should be confirmed first.

In a share purchase, the buyer acquires the company itself, together with its assets, licences, contracts, employees and historic liabilities. The business continues without interruption, but the buyer depends on due diligence and warranties for protection. In an asset purchase, the buyer selects specific assets and liabilities, but each asset must be transferred separately, land must be conveyed and registered, contracts may need consent, licences may need fresh applications and employee transfers need care. Tax and stamp duty differ between the two. We compare both routes for each transaction before documents are drafted. The right answer varies by deal.

Under the Companies Act 1994, a merger or amalgamation of companies is normally carried out through a scheme presented to the High Court Division. The companies apply for directions, hold meetings of shareholders and, where relevant, creditors, which must approve the scheme by the required majorities, and then seek the court's sanction. Regulators may also be heard on the application. Once sanctioned and filed with the RJSC, the scheme transfers assets and liabilities as set out. Court-sanctioned mergers suit group restructurings and combinations of companies with many contracts and licences, but require careful planning for timing and approvals.

Acquisitions of shares in companies listed on the Dhaka or Chittagong stock exchanges are subject to BSEC rules on substantial acquisition of shares and takeovers. Crossing specified shareholding levels can trigger disclosure obligations and, at higher levels, a mandatory public offer to other shareholders, subject to exemptions. Insider dealing and listing rules also apply. Buyers must plan the sequence of purchases and approvals carefully. We advise acquirers, targets and boards on these rules, and coordinate with merchant bankers and the exchanges on listed mergers. Exemptions should be checked early, and announcements made before thresholds are checked can create liability.

A buyer should seek warranties on title to shares, corporate records, accounts, tax, licences, material contracts, property, employees, litigation, compliance and data protection, supported by disclosure from the seller. Known risks identified in due diligence, are better covered by specific indemnities or price adjustments than by general warranties. Limitation periods, caps, thresholds and security for claims, such as escrow or retention, should match the risks. We negotiate these protections and make sure they can be enforced against the seller in practice. Insist on specific disclosure so general statements do not weaken the claim.

Common issues include tax on capital gains for the seller, withholding obligations on payments to non-resident sellers, stamp duty on share transfers and on transfers of land, VAT on certain asset transfers and the continuing tax history of the target company. Tax incentives enjoyed by the target may be affected by a change of ownership or restructuring. The Finance Act 2026 and later notifications should be checked for current rates. We work with tax advisers to model the tax cost of each structure and allocate tax risk clearly between buyer and seller. Structure drives tax cost in mergers and acquisitions.

Timelines depend on the structure, the size and condition of the target, the depth of due diligence and the approvals needed. A private share purchase without regulatory approvals may close relatively quickly once documents are agreed, while deals requiring competition clearance, sector regulator approval, foreign exchange steps or court sanction take considerably longer. Court-sanctioned mergers involve hearings and meetings that add time. We prepare a realistic timetable at the outset, identify the steps on the critical path and manage them actively so that avoidable delays do not erode value. Clear ownership of tasks helps.