Immediately, because the share purchase agreement usually sets strict notice periods and content requirements, and missing them can defeat an otherwise good claim. Many agreements require notice within a fixed period of discovering the facts and set an overall claims deadline of one to three years from completion, with longer periods for tax and title. A notice must often state the warranty breached, the facts relied on and an estimate of loss. In transaction disputes we recommend preserving documents, limiting internal email speculation and taking advice before writing to the seller, since early correspondence frequently becomes evidence later.

The contract itself is generally governed by the law the parties chose, so an English-law share purchase agreement will be interpreted under English law even if the target is in Dhaka. Bangladeshi law still applies to matters that cannot be contracted out of, such as the transfer and registration of shares, company law requirements, foreign exchange controls, tax and sector regulation. In practice, transaction disputes of this kind often need advice on both laws, and we work with counsel in the UK, Singapore and other jurisdictions so the arguments are consistent across jurisdictions.

Expert determination is a contractual mechanism, and Bangladeshi courts generally respect what the parties agreed, so an expert's decision on a completion accounts figure is usually binding on the issues referred, subject to the contract's own exceptions such as manifest error or fraud. It is not an arbitral award, so it cannot be enforced as one. If a party refuses to pay the determined amount, the other side normally needs to bring a claim, in court or arbitration, to enforce the contractual obligation. We also advise on the scope of the referral, because experts who stray beyond it invite challenge.

A refund or price reduction owed to a non-resident buyer involves a cross-border payment, so Bangladesh Bank foreign exchange rules apply. Depending on how the original investment was brought in and recorded, the seller's bank may need supporting documents, and some outward remittances need prior approval. Tax treatment of the adjustment should also be considered, as it can affect earlier tax returns and filings on the transfer. We plan settlement payments so that they can actually be made, which is a practical point often overlooked when parties agree a figure in transaction disputes without checking the remittance route.

Depending on the governing law and the agreement, a buyer may claim damages for breach of warranty, rely on a specific indemnity, or allege misrepresentation or fraud. Under Bangladeshi law, the Contract Act 1872 recognises misrepresentation and fraud as grounds that can make a contract voidable, although rescinding a completed acquisition is rarely practical. Most agreements exclude or limit claims outside the contract, but such exclusions usually do not protect a party against its own fraud. In fraud-based transaction disputes we assess which route offers the most realistic recovery and the evidence needed to support it.

Interim relief is possible but depends on the forum. Bangladeshi courts can grant temporary injunctions and attachment before judgment where the applicant shows a prima facie case and a real risk that assets will be dissipated. The Arbitration Act 2001 allows courts and tribunals to order interim measures, and courts may support foreign-seated arbitrations in some circumstances. Escrow, retention or a guarantee provided at closing is usually a far more reliable protection than court relief. We assess urgency and evidence quickly, because delay can undermine an application and assets in transaction disputes can move fast.

They can. If the target is a bank, non-bank financial institution, insurer, listed company or licensed telecom or energy business, the original acquisition may have required approval from Bangladesh Bank, the Insurance Development and Regulatory Authority, the Bangladesh Securities and Exchange Commission or another regulator. A dispute that could unwind or alter the ownership may itself need regulatory engagement, and regulators may need to be informed about changes in control or management. We therefore map the regulatory consequences of each remedy before a claim is filed, so the dispute strategy does not create a separate compliance problem.

Most are resolved by negotiation once each side has tested the documents and the figures, often through a structured exchange of positions, expert input on accounts or a without prejudice meeting. Mediation is increasingly used, and in some districts pre-case mediation may now be required for certain claims. Where settlement fails, arbitration is the most common route for cross-border deals and court proceedings for domestic ones. In transaction disputes our role is to give a realistic view of strengths, costs and enforcement early, so clients can decide whether to settle, pursue or defend with full information.