Securities Litigation in Bangladesh

by Barrister Tahmidur Rahman | Sep 11, 2026

Disputes & ArbitrationCapital market disputes, handled carefully8 min read

Securities Litigation in Bangladesh

Securities litigation and capital market enforcement work for listed companies, directors, sponsors, issuers, brokers, merchant bankers, asset managers and investors in Bangladesh, covering BSEC proceedings, Special Tribunal cases, disclosure claims, margin disputes and appeals to the higher courts. We act for claimants and defendants.

Overview

Securities litigation and capital market enforcement in Bangladesh

The Bangladesh capital market has seen sustained regulatory attention in recent years, with closer scrutiny of past listings, trading patterns, related-party transactions and the conduct of intermediaries. Securities litigation now arises not only between investors and companies, but also from investigations, show cause notices, penalties and criminal complaints brought by the regulator. We act for listed companies, sponsors and directors, brokers, dealers, merchant bankers, asset managers, auditors and investors in contentious capital market matters. This work forms part of our wider dispute resolution practice in Bangladesh. Each matter receives a clear plan with defined responsibilities and deadlines.

The principal statutes include the Securities and Exchange Ordinance 1969, the Bangladesh Securities and Exchange Commission Act 1993 and the Depository Act 1999, together with rules and directives issued by the Bangladesh Securities and Exchange Commission (BSEC) on public issues, corporate governance, insider trading, margin finance and market intermediaries. The Dhaka and Chittagong stock exchanges also have their own regulations and disciplinary processes. As these rules change often, we check the version in force on the date of the conduct in question, not only today's text. Securities litigation often turns on exactly which rule applied at the relevant time.

Securities litigation in Bangladesh runs through several forums. BSEC conducts inquiries and hearings and can impose administrative penalties and other sanctions. Certain offences under securities laws are tried by the specialised tribunal established for capital market offences, with appeals to the High Court Division. Writ petitions challenge regulatory orders that exceed legal authority or were made without a fair hearing. Investor and contractual claims may go to civil courts, arbitration or, where it applies, the new commercial court structure under the Commercial Courts Act 2026. Choosing the order in which to take these steps is a key strategic decision.

Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub advise on the corporate and capital markets dimension of each matter, including disclosure, governance and transaction structures. Adv Syed Wahid, our founding partner, leads court and tribunal advocacy. Our transactional colleagues in the corporate and finance practice help us understand how an issue looked to the board, the issue manager or the auditor at the time. That context is often the difference between a defence that persuades a regulator and one that does not. We also bring in auditors and valuers when their evidence is needed.

Many securities litigation matters involve foreign investors, overseas sponsors or offshore funding, and evidence may be held outside Bangladesh. We work with counsel in the UK, US, UAE, China, India and Singapore where documents, witnesses or parallel proceedings are abroad. We also advise on reputational and disclosure consequences, because a listed company facing an investigation must manage its continuous disclosure duties, its relationship with the exchanges and its investors' expectations, all while the legal process continues. Early, structured advice helps keep these strands consistent with each other. Securities litigation is rarely only a legal problem.

01 · What we handle

Core workstreams

  • BSEC investigations and hearings
  • Special Tribunal proceedings
  • Challenges to regulatory orders
  • Disclosure and IPO claims
02 · How it runs

Four clear stages

  1. 01Immediate risk assessment
  2. 02Fact and data review
  3. 03Response and advocacy
  4. 04Resolution and follow-up
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

What we handle

Workstream 01Disputes & Arbitration

BSEC investigations and hearings

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
Workstream 02Disputes & Arbitration

Special Tribunal proceedings

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
Workstream 03Disputes & Arbitration

Challenges to regulatory orders

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
Workstream 04Disputes & Arbitration

Disclosure and IPO claims

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
Workstream 05Disputes & Arbitration

Broker and margin loan disputes

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
Workstream 06Disputes & Arbitration

Fund and shareholder disputes

  • Immediate risk assessment
  • Fact and data review
  • Response and advocacy
  • Resolution and follow-up
01

BSEC investigations and hearings

We represent companies, directors and intermediaries in BSEC inquiries, show cause notices and personal hearings. We gather the documentary record, prepare written replies and attend hearings, explaining transactions in a way that addresses the regulator's specific concerns. We advise on preserving documents, managing internal communications and avoiding statements that create unnecessary exposure, and we consider settlement or remedial undertakings where these are realistically available. Early engagement often narrows the issues considerably.

02

Special Tribunal proceedings

Capital market offences such as manipulation, false statements and insider dealing can lead to prosecution before the specialised tribunal for securities offences. We defend individuals and companies at each stage, from bail and framing of charges to trial and appeal. We work closely with forensic accountants and market experts, because securities litigation of this kind often turns on trading data, timing and the interpretation of complex financial records. We also advise on related asset freezing applications.

03

Challenges to regulatory orders

Where BSEC or an exchange issues an order that appears to exceed its powers, ignore relevant evidence or deny a fair hearing, we advise on challenging it by writ petition in the High Court Division or through any statutory review available. We consider interim relief carefully, including stays of penalties, trading suspensions or restrictions on directors, and we assess the regulatory relationship before recommending a confrontational route. Timing is often critical here.

04

Disclosure and IPO claims

We act in disputes arising from prospectus statements, price-sensitive information, financial statements and continuous disclosure, whether the claim is brought by investors, the regulator or a counterparty. For issuers and directors, we review what was known, when, and how it was disclosed. For investors, we assess whether a loss can be linked to a specific misstatement and which defendants and forums are realistic, given cost and the evidence available. Securities litigation over disclosure is document-heavy, so early organisation matters.

05

Broker and margin loan disputes

Disputes between investors and stockbrokers or merchant bankers over margin loans, forced sales, unauthorised trading, missing securities and account balances are a common form of securities litigation. We advise both clients and intermediaries, reviewing account agreements, beneficiary owner account statements, trade confirmations and applicable margin rules. Some disputes can be resolved through exchange or regulatory complaint processes, while others need civil proceedings or arbitration. We aim for prompt, practical outcomes.

06

Fund and shareholder disputes

We act in disputes involving mutual funds, asset managers, trustees and custodians, including challenges to fund restructurings, fee arrangements and conflicts of interest. We also advise on contentious takeovers, substantial acquisition issues and disputes between sponsors and public shareholders in listed companies. These matters often overlap with company law remedies, and we coordinate the capital market and corporate strategies so they support one another. Securities litigation and company law claims can run in parallel.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Disputes & Arbitration matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

Meet the firm →
01

We have received a BSEC show cause notice. How should we respond?

Treat it as the start of formal proceedings. Check the deadline, identify exactly which provisions are alleged to be breached and preserve every relevant document, including emails and trading records. Do not reply with a quick general denial. A well-prepared written response that addresses each allegation, explains context and attaches evidence often shapes the rest of the process. Where a personal hearing is offered, prepare for it properly. We also check whether the notice gives enough detail to respond fairly, because a vague notice can itself be a ground for later challenge. Early advice is usually decisive.

02

What is the difference between regulatory proceedings and securities litigation in court?

Regulatory proceedings are conducted by BSEC or the exchanges under their statutory powers and can lead to penalties, suspensions or directions. Securities litigation in court includes criminal prosecutions before the specialised tribunal, writ petitions challenging regulatory action, appeals and civil or arbitral claims between private parties. The same facts can lead to several of these at once. A consistent strategy is essential, because statements made to the regulator can later be used as evidence in a prosecution or a civil claim brought by investors. We map all forums at the outset.

03

Can directors be personally liable for a company's disclosure failures?

Yes, in some circumstances. Securities laws and corporate governance rules place responsibilities on directors, and the regulator may act against individual directors, chief executives, company secretaries and chief financial officers as well as the company. Independent directors are not automatically protected. Liability usually depends on each person's role, knowledge and conduct. We advise directors individually where their interests may differ from the company's, and we review insurance and indemnity arrangements early so that defence costs are covered where possible. Directors facing securities litigation should take independent advice promptly, before giving any statement.

04

As an investor, can I recover losses caused by a misleading prospectus?

Potentially, but these claims are demanding. You will need to show a materially false or misleading statement, a connection between the statement and your investment decision or loss, and a defendant capable of paying. Possible defendants may include the issuer, its directors, the issue manager and others involved in the offer, depending on the facts. Securities litigation by individual investors can be costly relative to the amount at stake, so we look at whether a regulatory complaint, collective approach or negotiated outcome is a more efficient route. We give a frank view of costs and prospects.

05

How long does securities litigation take in Bangladesh?

Timing varies by forum. A BSEC inquiry and hearing may conclude within months, though complex investigations can take longer. Trials before the specialised tribunal and writ petitions in the High Court Division can take considerably more time, and appeals add further stages. Interim applications, such as for a stay of a penalty or a trading restriction, can sometimes be heard more quickly. We give clients a realistic assessment at the start and identify where an early procedural step could shorten the process. We update clients on timing after each hearing.

06

Our broker sold our shares without instructions. What can we do?

First, gather your account agreement, beneficiary owner statements, trade confirmations and any margin notices or messages from the broker. Check whether the account was a margin account and whether the agreement or margin rules allowed forced sales in the circumstances. If the sale was unauthorised, you may have a complaint to the exchange or BSEC and a civil or arbitral claim for losses. We assess which route offers the most practical recovery and help prepare a complaint that is clear, documented and filed promptly. Delay can weaken a claim.

07

Can a BSEC penalty be stayed while we challenge it?

It may be possible. The High Court Division can grant interim relief in a writ petition, including staying the operation of a regulatory order while the challenge is heard, if the applicant shows an arguable case and a risk of serious harm. Courts weigh the public interest in market regulation, so a stay is not automatic. We assess the strength of the legal grounds, the urgency and the consequences of compliance before recommending an application, and we consider whether engagement with the regulator could achieve a better result. Stays are often time-limited, so we plan the next step as well.

08

Does securities litigation affect a company's listing or continuous disclosure duties?

It can. A listed company may need to disclose material investigations, penalties or proceedings as price-sensitive information, and exchange rules on disclosure continue to apply during the dispute. Trading suspensions, category changes or other exchange measures may follow regulatory findings. We work with the board, company secretary and investor relations team on disclosure wording, so that announcements are accurate, consistent with the legal position and do not create new liability. Securities litigation strategy and disclosure strategy should always be aligned. Each announcement is checked against the pleadings and regulatory correspondence before it is released to the exchange.

How a matter runs

From first call to resolution.

  1. 01

    Immediate risk assessment

    We review the notice, complaint or claim, identify deadlines and the forum, and advise on document preservation, internal communication and any disclosure obligation that may arise for a listed company or regulated intermediary. Nothing is filed before this review.

  2. 02

    Fact and data review

    We reconstruct the relevant transactions, disclosures and trading activity, working with forensic accountants or market experts where needed, so that the securities litigation strategy rests on a clear understanding of the record. Gaps in the record, such as missing orders or communications, are identified early so they can be addressed before pleadings are filed.

  3. 03

    Response and advocacy

    We prepare written replies, pleadings and evidence, attend BSEC hearings and represent clients before the tribunal and the High Court Division, keeping the regulatory, criminal and civil positions consistent throughout. Hearing dates and reply deadlines are tracked in one calendar, so no time limit is missed across the parallel proceedings.

  4. 04

    Resolution and follow-up

    We advise on outcomes, appeals, remedial undertakings and governance improvements, and help the client manage disclosure, investor communication and any continuing obligations once the matter concludes. Lessons learned are recorded for the board.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

What is securities litigation?
Securities litigation covers contentious matters involving shares, bonds, mutual fund units and other securities, and the people who issue, trade or advise on them. In Bangladesh it includes regulatory proceedings before BSEC, prosecutions for capital market offences, writ petitions against regulatory orders, investor claims, broker disputes and contested corporate actions in listed companies. Each forum has different procedures, standards and timelines, which is why early planning matters. Securities litigation can involve both civil and criminal consequences, sometimes arising from the same transaction, so the overall strategy must be coordinated from the outset.
Who regulates the capital market in Bangladesh?
The Bangladesh Securities and Exchange Commission is the main regulator for the securities market, with powers over issuers, intermediaries and market conduct. The Dhaka Stock Exchange and Chittagong Stock Exchange regulate trading and listing on their platforms, and the Central Depository Bangladesh Limited handles dematerialised securities. Bangladesh Bank is also relevant where banks or financial institutions are involved in market activity. Securities litigation may involve several of these bodies at once, and each has its own procedures, records and points of contact that should be managed carefully.
Is there a specialised court for securities litigation?
Yes. Bangladesh has a specialised tribunal for offences under securities laws, which hears prosecutions for matters such as market manipulation and false disclosure. Appeals lie to the High Court Division. Regulatory penalties imposed by BSEC itself are separate, and are usually challenged by writ petition. Private claims may be heard by civil courts, by arbitral tribunals or under the commercial court structure where it applies. Selecting the correct forum early avoids wasted time, extra costs and procedural objections from the other side.
Can foreign investors bring claims in Bangladesh?
Yes. Foreign investors who hold securities through local accounts can raise complaints with the regulator and bring claims in Bangladesh courts or arbitration, subject to the usual rules. In practice they need reliable local representation, properly authenticated powers of attorney and translated documents. We coordinate with their home counsel and advise on any related foreign exchange or repatriation questions that arise during the dispute. Foreign investors involved in securities litigation should also consider tax and reporting obligations in their home jurisdictions.
What documents should a broker client keep?
Keep the account opening agreement, beneficiary owner statements, trade confirmations, margin agreements and notices, bank transfer records and any messages or emails with the broker. Regular screenshots of the account portal can also be useful evidence. Good records make it much easier to identify unauthorised trades or incorrect balances quickly, and to support a complaint or claim if a dispute arises later. Records should be kept for several years, since securities litigation can begin long after the trades in question.
Should a company self-report a possible breach to BSEC?
It depends on the facts, the seriousness of the issue, any legal duty to report and the likely regulatory response. Self-reporting may reduce sanctions in some situations, but it should follow a proper internal review so that the facts reported are accurate and complete. We advise boards on this decision and on how to present the findings in a way that is candid and constructive. The decision should be documented carefully in board minutes, with the reasons and the advice received, because the board's approach may later be examined in any securities litigation.
Can securities litigation be settled?
Private disputes, such as broker or shareholder claims, can often be settled by negotiation or mediation. Regulatory proceedings are different, but outcomes can sometimes be influenced by remedial steps, undertakings or corrective disclosure. Criminal prosecutions follow their own rules. We consider settlement options at each stage of securities litigation, balancing cost, timing, reputation and the risk of further proceedings. Any settlement should be documented carefully so that it is enforceable and does not create unexpected admissions.
How can TRW help at the start?
Contact our Dhaka office with the notice, complaint or a short summary of the issue. We will identify deadlines and immediate risks, advise on document preservation and disclosure, and propose a plan and budget. Where documents or witnesses are abroad, we can work remotely and with our partner counsel overseas, so that the first steps are taken quickly and consistently. An initial assessment of securities litigation exposure can usually be completed quickly once we have the key documents.

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