As a leading full-service law firm in Bangladesh, we offer a comprehensive range of legal services across multiple practice areas. Our team is dedicated to providing expert advice and innovative solutions tailored to meet the diverse needs of our clients.

Key Practice Areas & Industry:

1. Mergers & Acquisitions (M&A): We guide clients through all stages of M&A transactions, including due diligence, negotiation, structuring, and regulatory compliance.

2. Corporate Law: Our services encompass corporate governance, compliance and advisory on complex corporate transactions and restructuring.

3. Competition & Antitrust: We offer guidance on competition law, antitrust compliance and handling regulatory investigations to ensure fair competition and address anti-competitive practices.

4. Technology, Media & Telecommunication (TMT): We provide legal services related to technology contracts, media regulations, telecommunications compliance and digital innovation.

5. Employment & Labour Law: We offer counsel on employment contracts, workplace disputes, labour relations and compliance with labour regulations.

6. Non-Profit & NGOs: Our firm offers legal support in forming and operating non-profits and NGOs in Bangladesh, along with related regulatory compliance.

7. Logistics: We provide legal guidance on logistics and transportation contracts, regulatory compliance and dispute resolution in the logistics sector.

8. Startup & Venture Capital: Our firm assists startups and venture capital firms with business formation, investment structuring, as well as growth strategies.

9. Litigation & Dispute Resolution: We represent clients in a wide array of disputes, including commercial litigation, arbitration and alternative dispute resolution, ensuring effective strategies for resolving conflicts.

10. Real Estate & Property Law: Our firm provides expert advice on property transactions, development projects, lease agreements and regulatory compliance in real estate matters.

11. Intellectual Property (IP): We assist clients with the protection, management and enforcement of IP rights, including patents, trademarks, copyrights and trade secrets.

12. Banking & Finance: Our services cover a range of financial transactions, including loan agreements, securities and regulatory compliance in the banking sector.

As a full-service firm, we provide integrated legal solutions across various practice areas, ensuring that all aspects of our clients’ needs are addressed seamlessly. We combine our in-depth knowledge of Bangladeshi laws with international best practices to offer well-rounded legal solutions. Our focus is on understanding each client’s unique requirements and providing personalised, strategic advice that aligns with their goals. Our approach involves anticipating potential issues and offering proactive solutions, while also embracing innovative legal strategies to meet evolving challenges. Our team of seasoned professionals brings extensive experience across multiple legal disciplines, ensuring high-quality representation and advice. We prioritise clear, transparent communication to keep our clients informed and confident throughout their legal matters. By leveraging our diverse expertise and client-focused approach, we deliver exceptional legal services that drive successful outcomes in the dynamic and complex landscape of Bangladesh.

In Bangladesh, corporate legislation is primarily governed by the Companies Act, 1994, which establishes the legal framework for company formation, regulation and governance. This act addresses key areas, such as company formation, director responsibilities, shareholders’ rights, corporate governance, M&A and insolvency procedures. Complementing this, the Securities & Exchange Ordinance 1969 and regulations set by the Bangladesh Securities & Exchange Commission (BSEC) oversee public companies and securities markets, ensuring a structured corporate environment.

Comparatively, neighbouring jurisdictions, such as India, have adopted more modern and comprehensive legislative frameworks. For instance, India’s Companies Act, 2013, includes detailed provisions on corporate governance, Corporate Social Responsibility (CSR) and investor protection, presenting a more updated and extensive regulatory environment compared to Bangladesh’s Companies Act, 1994.

Navigating Bangladesh’s corporate legislation presents unique challenges for businesses. One significant issue is the frequent regulatory changes and the complex bureaucratic processes, which can hinder compliance efforts. The involvement of multiple regulatory bodies adds to the complexity, making it essential for companies to stay abreast of evolving requirements. Furthermore, while corporate governance guidelines exist, enforcement can be inconsistent, affecting transparency and accountability standards. The reliance on manual filings and wet signatures also contrasts with the digital advancements in neighbouring countries, contributing to slower administrative processes.

In this context, having a legal adviser with a deep understanding of the local regulatory landscape – such as the Legal Circle – is crucial. Their expertise can assist businesses in effectively navigating compliance requirements, leading to smoother and more efficient operations.

At the Legal Circle, our approach to corporate and M&A matters is designed for both efficiency and thoroughness. Our process begins with a detailed consultation to fully understand our clients’ goals, challenges and the specifics of their corporate or M&A needs.

For M&A transactions, we perform extensive due diligence to evaluate the target company’s financial, legal and operational aspects. We then collaborate closely with clients to develop strategic plans, including deal structuring, risk identification and compliance planning.

Our team manages negotiations, drafts comprehensive agreements and ensures all documentation meets regulatory standards and client expectations. We handle regulatory approvals and ensure that the transaction complies with all relevant laws.

Following the transaction, we assist with the execution of agreements and the integration process, addressing any legal issues that may arise. In addition, we provide ongoing support for post-transaction compliance, as well as any further corporate governance requirements.

Current Client Matters:

In the present climate, our clients are increasingly bringing the following corporate matters to us:

1. M&A: Many businesses are seeking growth opportunities through M&A, driven by the desire to expand market share, access new technologies or achieve synergies. This is particularly relevant as companies look to adapt to a rapidly changing economic landscape.

2. Corporate Restructuring: Companies facing financial pressures or aiming to optimise operations are engaging us for restructuring advice. This includes corporate reorganisations, debt restructuring and strategic realignments.

3. Compliance & Regulatory Issues: With evolving regulations and increased scrutiny from regulatory bodies, clients are seeking our expertise to ensure compliance and navigate complex regulatory environments.

4. Technology & Digital Transformation: As digital transformation accelerates, companies are looking for legal guidance on data privacy and digital security.

5. Startup & Venture Capital: There is noticeable activity from startups seeking venture capital funding, as well as from investors looking to enter the market – reflecting a growing entrepreneurial ecosystem in Bangladesh.

Reasons for Current Trends:

The current trends can be attributed to several factors:

• Economic Uncertainty: Businesses are navigating economic uncertainties by pursuing strategic acquisitions or exits and restructuring to remain competitive and resilient.
• Regulatory Changes: Ongoing changes in regulations are prompting companies to seek legal advice to ensure compliance and adapt to new requirements.
• Technological Advancements: The rapid pace of technological change is driving companies to seek legal support for technology transactions and digital transformation initiatives.
• Investment Opportunities: A burgeoning startup ecosystem and increasing interest from venture capitalists are contributing to heightened activity in startups and funding arrangements.

Our firm’s ability to adapt to these evolving needs and provide strategic, tailored solutions is key to addressing the current corporate and M&A landscape in Bangladesh.

As a law firm specialising in corporate and M&A law in Bangladesh, we are dedicated to providing exceptional legal services tailored to our clients’ specific needs. A recent case that illustrates our expertise involved facilitating a strategic foreign investment into a leading logistics company based in Bangladesh.

Our client, a prominent logistics company, sought to attract a significant foreign investment to enhance its operational capabilities and expand its market presence. The primary objective was to navigate the complexities of this investment, ensuring a smooth integration and alignment with local regulations while securing a beneficial outcome for all stakeholders.

Key challenges included managing regulatory compliance and structuring the investment to maximise value. We collaborated closely with our client to develop a strategic plan that addressed these challenges, including structuring the investment, identifying potential risks and ensuring alignment with local laws.

We managed all aspects of the transaction, including negotiating terms, reviewing agreements and securing necessary regulatory approvals. Our team ensured that all documentation was meticulously reviewed and updated to protect our client’s interests. The foreign investment was successfully executed, enabling our client to integrate the new investment seamlessly and capitalise on growth opportunities in the logistics sector.

This case highlights our firm’s ability to handle complex and strategic investments, delivering tailored legal solutions that drive successful outcomes. Our commitment to excellence and a client-centric approach ensures that we achieve outstanding results for both large corporations and growing businesses in Bangladesh.

In recent times, M&A activity in Bangladesh has been notably influenced by a range of macroeconomic and geopolitical factors, including inflation, supply chain disruptions, political uncertainty, security risks and energy pricing issues. Our experience as a law firm has provided us with unique insights into how these elements are shaping the M&A landscape:

a. Inflation: Rising inflation has led to increased operational costs and tighter profit margins for many businesses. As a result, companies are more cautious in their valuation and due diligence processes. Buyers and sellers are negotiating harder to ensure that the price reflects the current economic realities, often leading to longer negotiation periods and more complex deal structures.

b. Supply Chain Issues: Global and local supply chain disruptions have created uncertainty and variability in business operations, affecting M&A transactions. Companies are now placing greater emphasis on supply chain resilience and looking closely at the supply chain networks of potential acquisition targets. This due diligence extends to evaluating the stability and reliability of suppliers and logistics partners.

c. Political Uncertainty: Political uncertainty, including regulatory changes and shifts in government policies, has had a significant impact on investor confidence. M&A activity tends to slow down during periods of political instability as both domestic and international investors adopt a wait-and-see approach. However, we have observed that strategic acquisitions still proceed when there is a strong alignment with long-term business goals and a compelling value proposition.

d. Security Risks: Security risks, including concerns about political unrest and terrorism, influence M&A activity by increasing the perceived risk associated with investments in certain regions. Companies are conducting more thorough risk assessments and are seeking to include robust risk mitigation measures in their transaction agreements. This might include obtaining political risk insurance or incorporating specific warranties and indemnities to cover potential security-related disruptions.

e. Energy Pricing Issues: Fluctuating energy prices have a direct impact on operating costs, particularly for energy-intensive industries. These price variations can affect the financial performance of potential acquisition targets, making it more challenging to assess their future profitability. Consequently, acquirers are being more meticulous in their financial modelling and often seek to include price adjustment mechanisms in the transaction terms to account for energy price volatility.

Despite these challenges, we have seen that well-prepared and strategically motivated M&A transactions continue to occur. Companies with strong balance sheets and clear strategic objectives are leveraging the current environment to acquire valuable assets at favourable terms. Our firm provides comprehensive support to navigate these complexities, including thorough due diligence, as well as strategic advisory services. By understanding the multifaceted impact of these factors, we help our clients execute successful M&A transactions that are resilient to current and future uncertainties.

In the context of Bangladesh, we have observed significant deal activity across several key sectors. The most active sectors currently include:

a. Textile & Garments: The main drivers being –

     i. Global Demand: Bangladesh remains a leading exporter of ready-made garments, driven by continued global demand.
     ii. Investment in Modernisation: Firms are investing in modernising production facilities to increase efficiency and meet international standards.
     iii. Sustainability Initiatives: Increasing focus on sustainable and ethical production practices is attracting foreign investments and partnerships.

b. Technology & Telecommunications: The main drivers being –

     i. Digital Transformation: Rapid digitalisation across industries is leading to increased investments in technology infrastructure and services.
     ii. Government Support: Policies promoting the ICT sector and initiatives like Digital Bangladesh are attracting both local and foreign investments.
     iii. Startup Ecosystem: The rise of the startup ecosystem – particularly in fintech, e-commerce and software development – is driving deal activity.

c. Renewable Energy: The main drivers being –

     i. Energy Demand: Growing energy demand, coupled with a focus on sustainable sources, is driving investments in solar, wind and other renewable energy projects.
     ii. Government Incentives: Policies and incentives to promote renewable energy projects, including favourable tariffs and tax benefits, are attracting investors.
     iii. Environmental Awareness: Increasing awareness and commitment to reducing carbon footprints are encouraging investments in green energy.

d. Infrastructure & Real Estate: The main drivers being –

     i. Urbanisation: Rapid urbanisation and population growth are driving demand for residential, commercial and industrial real estate.
     ii. Mega Projects: Government-led mega infrastructure projects, including bridges, highways and ports, are creating significant investment opportunities.
     iii. Foreign Investment: Enhanced regulatory frameworks and investment incentives are attracting foreign investments in real estate and infrastructure development.

e. Pharmaceuticals & Healthcare:

     i. Healthcare Demand: Increasing healthcare needs due to a growing population and rising prevalence of chronic diseases.
     ii. Export Growth: The pharmaceutical sector is expanding its export markets, driving investments in production capacity and quality improvements.
     iii. Government Initiatives: Supportive government policies, including incentives for pharmaceutical exports and investments in healthcare infrastructure.

These sectors are experiencing robust deal activity due to a combination of strong demand, supportive government policies and increasing investor interest in Bangladesh’s growing economy. Our firm remains committed to providing expert legal counsel to clients navigating these dynamic sectors, ensuring they capitalise on emerging opportunities and achieve their strategic objectives.

In recent times, our law firm has worked with a balanced mix of both large firms and SMEs in Bangladesh. This diverse client base reflects the dynamic and evolving business landscape of the country.

Reasons for serving a mixed client base:

a. Economic Growth & Diversification: Bangladesh’s robust economic growth and diversification have spurred opportunities across various sectors. Large firms continue to expand and seek legal expertise for complex transactions and regulatory compliance. Simultaneously, the rise of SMEs, driven by innovation and entrepreneurship, has increased the demand for legal support tailored to their specific needs.

b. Foreign Investment: The influx of foreign investment in Bangladesh has led to collaborations and partnerships between multinational corporations and local businesses, both large and small. Our firm has been instrumental in facilitating these collaborations by providing comprehensive legal services that address the interests of all parties involved.

c. Government Initiatives & Policies: Government initiatives to promote SMEs through favourable policies, financing options and ease of doing business have encouraged the growth of smaller enterprises. Our firm assists SMEs in navigating these policies, ensuring compliance and capitalising on available opportunities.

d. Technological Advancements: The increasing adoption of technology and digitalisation has created new business models and markets. Both large firms and SMEs are leveraging technology to innovate and grow, requiring specialised legal advice on such issues as IP, cybersecurity and digital contracts.

e. Sector-Specific Expertise: Our firm’s expertise across various sectors, including manufacturing, finance, logistics, technology and healthcare, allows us to cater to the unique requirements of both large firms and SMEs. We provide tailored legal solutions that address sector-specific challenges and opportunities.

f. Global Network & Local Insight: As the exclusive Lex Mundi member firm for Bangladesh, and with our active participation in the International Bar Association (IBA), we bring a global perspective combined with deep local insight. This enables us to serve a diverse clientele effectively, offering solutions that are globally informed and locally relevant.

By working with both large firms and SMEs, we ensure that we remain at the forefront of legal developments and can provide versatile, high-quality legal services to a broad spectrum of clients. This diverse experience enhances our ability to understand and address the unique challenges and opportunities faced by businesses of all sizes in Bangladesh.

As a law firm specialising in corporate and M&A law, we offer comprehensive counsel to entrepreneurs to ensure that their business operations are secure and well-positioned for growth. Our services encompass a range of critical areas tailored to meet the unique needs of entrepreneurs, including:

a. Entity Formation & Structuring: We guide entrepreneurs through the process of selecting and forming the appropriate legal entity for their business, whether it be a public or private limited company, partnership or another structure. We ensure that the chosen structure aligns with their business goals and offers the best protection for their personal assets.

b. Compliance & Regulatory Advice: We help entrepreneurs navigate the complex landscape of local, national and international regulations. This includes ensuring compliance with corporate governance standards, industry-specific regulations and employment laws to mitigate legal risks and avoid costly penalties.

c. Contract Drafting & Negotiation: We assist in drafting, reviewing and negotiating a wide array of contracts essential to business operations, such as supplier agreements, customer contracts, employment agreements and partnership agreements. Our goal is to safeguard our clients’ interests and minimise potential liabilities.

d. IP Protection: We provide counsel on protecting IP assets, including trademarks, copyrights, patents and trade secrets. We help entrepreneurs develop strategies to secure their innovations and brand identity, which are critical to their competitive advantage.

e. M&A: For entrepreneurs looking to grow through acquisitions or mergers, we provide end-to-end support. This includes due diligence, structuring deals, negotiating terms and ensuring smooth integration post-transaction.

By offering these comprehensive services, we help entrepreneurs establish a solid legal foundation, manage risks effectively and position their businesses for sustainable growth and success. Our dedicated team of lawyers is committed to providing personalised, strategic advice that addresses the specific needs and goals of each entrepreneurial venture.

At our law firm, we prioritise providing a comprehensive global advisory scope for our clients, particularly those based overseas or with operations in multiple jurisdictions. As the exclusive Lex Mundi member firm for Bangladesh, we benefit from access to the world’s leading network of independent law firms. This membership allows us to leverage a wealth of global expertise and local market knowledge, ensuring that we deliver the highest standard of legal services across various jurisdictions.

Our lawyers are also active members of the IBA, which further enhances our global reach and capabilities. By participating in Lex Mundi and IBA conferences, as well as those organised by the Singapore Corporate Counsel Association (SCCA), we stay at the forefront of international legal developments and trends. These events provide invaluable opportunities for us to engage with fellow legal professionals, share insights and develop strategies that benefit our clients.

Through our active involvement in these networks and events, we ensure that we are well-informed and equipped to advise our clients on complex cross-border matters. Our commitment to continuous learning and collaboration with top-tier law firms worldwide allows us to provide tailored, effective legal solutions that meet the unique needs of our clients operating on a global scale.

There are new legislations and amendments indicating a significant modernisation of the legal framework in Bangladesh, aimed at promoting investment, protecting IP and ensuring compliance with international standards. Some of these new developments are:

a. Companies Act (Amendment), 2020:
     i. Introduction of One-Person Companies (OPC): This amendment allows for the formation of OPCs with a single natural shareholder, aligning with international practices and making it easier for individuals to establish companies. However, the requirement for a National ID (NID) might limit the formation of OPCs by foreigners.
     ii. Public Limited Companies (PLC) & OPCs Naming Conventions: Public limited companies must now use “PLC” in their names, and OPCs must use “OPC”. This helps in clearly distinguishing the types of companies.
     iii. Revised Share Transfer Procedures: Enhancements in the share transfer process, including personal verification, aim to reduce fraudulent activities.

b. Bangladesh Industrial Design Act, 2023: This act offers protection for new and original industrial designs, promoting innovation and industrial growth by granting exclusive rights to creators. The act establishes comprehensive protection for industrial designs, ensuring that new and original designs are protected for a set period.

c. Copyright Act, 2023: The new Copyright Act strengthens the protection of IP rights in Bangladesh. It updates the legal framework to address modern issues, such as digital piracy, and provides clearer guidelines for the use and distribution of copyrighted material, aiming to balance the interests of creators and the public.

d. Customs Act, 2023: The updated Customs Act introduces modernised procedures for customs clearance and management, aiming to streamline trade processes and enhance the efficiency of customs operations. It includes provisions to combat smuggling and ensure better compliance with international trade regulations.

e. Bangladesh Labour Rules (Amendment), 2022: The amendment to the Bangladesh Labour Rules introduces changes to improve workers’ rights and working conditions. It includes updates on occupational safety, minimum wage regulations and provisions for dispute resolution, aiming to create a more balanced and fair labour environment.

f. Bank Company (Amendment) Act, 2023: This amendment focuses on improving the regulatory framework for banks in Bangladesh. It includes provisions to enhance corporate governance, strengthen risk management practices and ensure greater transparency in banking operations.

g. Drug & Cosmetics Act, 2023: The Drug & Cosmetics Act, 2023, updates regulations governing the manufacture, sale and distribution of drugs and cosmetics. It aims to ensure product safety and efficacy, strengthen regulatory oversight and protect public health by preventing the circulation of substandard products.

h. Offshore Banking Act, 2024: The Offshore Banking Act, 2024, provides a regulatory framework for offshore banking activities in Bangladesh. It aims to attract foreign investment by offering a more favourable environment for offshore banking operations, including tax incentives and streamlined regulatory procedures.

i. Payment & Settlement System Act, 2024: This act establishes a legal framework for the operation and regulation of payment and settlement systems in Bangladesh. It aims to enhance the efficiency and security of financial transactions, promote financial inclusion and support the development of a modern payment infrastructure.