Best Merger & Acquisition Lawyers in Chittagong

1. About Merger & Acquisition Law in Chittagong, Bangladesh

Merger and acquisition (M&A) activity in Bangladesh, including Chittagong, is governed by national laws rather than city specific rules. The same statutes apply across the country, with local regulators enforcing compliance in Chittagong as in Dhaka or other districts. Corporate deals involving Chittagong based firms typically pass through the national framework maintained by regulators such as the Securities and Exchange Commission and the Registrar of Joint Stock Companies and Firms.

In practice, a Chittagong M&A deal usually involves due diligence, negotiation of a share or asset purchase agreement, and a formal scheme of arrangement or amalgamation filed for registration. Where a company is listed, public disclosures and takeovers come under the oversight of the Securities and Exchange Commission. Cross border deals may also trigger approvals from investment and foreign exchange authorities. The process is shaped by both corporate law and competition law, to prevent anti competitive outcomes.

Local practice often requires coordination with the Chittagong port community, industrial regulators, and labor authorities, depending on the sector. Understanding the interplay between corporate governance, taxation, and regulatory approvals is essential for a successful deal. A qualified corporate lawyer can help navigate these layers and align deal terms with Bangladeshi law throughout the Chittagong market.

“Mergers and acquisitions in Bangladesh are regulated at the national level with specific rules for listed companies and merger related antitrust considerations.”

Sources: Securities and Exchange Commission Bangladesh, Registrar of Joint Stock Companies and Firms, and Bangladesh Competition Commission outline the broad framework for M&A in Bangladesh. See official resources at SEC Bangladesh, RJSC, and Bangladesh Competition Commission.

2. Why You May Need a Lawyer

• Due diligence reveals hidden liabilities in a Chittagong textile group - A buyer identifies undisclosed employee obligations and supplier contracts that could affect the deal price. A corporate solicitor can review contracts, regulatory filings, and potential liabilities before signing a binding agreement.
• Cross border investment requires foreign exchange and investment approvals - A foreign investor plans to acquire a majority stake in a Chittagong manufacturing unit. Legal counsel can secure approvals from the Bangladesh Bank and the Bangladesh Investment Development Authority (BIDA) and ensure currency transfer compliance.
• Deal involves a listed company and takeover disclosures - If a Chittagong based firm targets a listed company, it must comply with public disclosure requirements and the Takeover Regulations administered by the SEC. A lawyer helps prepare announcements and disclosure documents.
• Scheme of arrangement for corporate reconstruction - A Bangladeshi group seeks to reorganize ownership via amalgamation under the Companies Act, 1994. Counsel drafts the scheme, coordinates board approvals, and handles court filings if required.
• Competition law considerations impact the deal structure - The merger could trigger antitrust review under the Competition Act, 2012. A legal advisor can assess competitive effects and coordinate with the Bangladesh Competition Commission if needed.
• Tax and stamp duty implications affect post merger cash flow - Complex tax implications arise from asset transfers, share transfers, and cross border elements. A lawyer coordinates with the National Board of Revenue for taxes and duties.

3. Local Laws Overview

The Companies Act, 1994 (Act XVIII of 1994) governs corporate formation, governance, and restructurings including mergers and amalgamations. It provides the framework for schemes of arrangement and reorganization among Bangladeshi companies. Recent amendments, such as the 2013 amendment act, improved governance rules and online filing capabilities with the Registrar of Joint Stock Companies and Firms. These changes affect how mergers are planned and registered in Chittagong and nationwide.

The Securities and Exchange Commission Act, 1993 and associated regulations regulate public companies and takeovers. When a merger involves a listed entity or a control transaction, the Takeover Regulations under the SEC apply. This regime requires public disclosures, fair offer principles, and compliance reporting to BSEC. The SEC maintains updated guidance on public offers and ownership changes for listed companies.

The Competition Act, 2012 establishes the Bangladesh Competition Commission and provides a framework for merger review to prevent anti competitive outcomes. It empowers the regulator to assess the impact of concentrations across sectors, including manufacturing and port logistics in Chittagong. The act is designed to promote fair competition and may require remedies or approvals for certain mergers.

Notes on recent developments and jurisdictional practice - The Registrar of Joint Stock Companies and Firms has expanded online filing and e service options, aiding faster approvals for restructurings and mergers. The Bangladesh Investment Development Authority (BIDA) increasingly coordinates foreign investment approvals for M&A deals. Official guidance and forms are available through government portals linked below.

• Companies Act, 1994 overview and amendments via RJSC: RJSC
• Securities and Exchange Commission Act, 1993 and takeover related guidance: SEC Bangladesh
• Competition Act, 2012 and regulator guidance: Bangladesh Competition Commission
• Bangladesh Investment Development Authority (BIDA) for investment approvals: BIDA
• National Board of Revenue (NBR) for tax and stamp duties: NBR

4. Frequently Asked Questions

What is a scheme of arrangement in Bangladesh M&A?

A scheme of arrangement is a court approved plan for reorganizing ownership or capital structure. It can result in a merger or acquisition under the Companies Act, 1994. Counsel can draft the scheme and manage regulatory approvals.

How do I start a merger in Chittagong?

Begin with internal approvals, engage a corporate solicitor, perform due diligence, and prepare a draft merger agreement. File necessary documents with RJSC and, if listed, coordinate with the SEC for disclosures.

What is the role of the regulator in M&A for a listed company?

The SEC oversees takeovers, fairness of offers, and disclosure obligations. BSEC requires public announcements and detailed information for shareholders and the market.

When do I need regulatory approval for a cross border deal?

Cross border deals usually require approvals from BIDA for foreign investment, and from the Bangladesh Bank for currency and capital transfers. Tax and customs implications may also apply.

What is the typical timeline for a Bangladeshi M&A deal?

Timelines vary by complexity, but expect several months for due diligence, negotiations, and regulatory filings. A straightforward domestic merger may complete in 4 to 6 months with full cooperation.

Do I need to hire a lawyer for a merger?

Yes. A corporate solicitor can manage due diligence, draft or review agreements, file with RJSC, and liaise with regulators. Lawyers help minimize regulatory risk and protect key deal terms.

Is there a separate M&A code in Bangladesh?

There is no single M&A code; M&A is governed by multiple statutes, including the Companies Act, the SEC Act and the Competition Act. The combined framework addresses corporate restructures and competition concerns.

How much do legal fees cost for a typical M&A in Chittagong?

Fees vary by deal size, complexity, and counsel experience. Domestic deals with standard disclosures usually cost less than cross border transactions with foreign counsel. Discuss a fixed scope and milestones with your attorney.

What documents are typically required for a merger filing in RJSC?

Common documents include draft merger or scheme of arrangement, board resolutions, share transfer agreements, statutory filings, and updated corporate governance documents. Accurate due diligence reports are essential.

What is the difference between a merger and an amalgamation?

Both involve combining entities; in practice, an amalgamation often refers to a seamless legal consolidation, while a merger may involve acquiring control through share purchase. The terms are used according to scheme details and regulatory filings.

Can a private company merge with a public company in Bangladesh?

Yes, but mergers involving listed companies require SEC takeovers compliance and public disclosures. Legal counsel coordinates between private and public company requirements.

Do I need to consider antitrust issues in a M&A in Chittagong?

Yes. The Competition Act, 2012 requires scrutiny of concentrations that may reduce competition. The regulator may require remedies or prohibit deals that harm competition.

5. Additional Resources

• Securities and Exchange Commission (SEC) Bangladesh - regulatory guidance on takeovers, public offers, and listed company compliance. SEC Bangladesh
• Registrar of Joint Stock Companies and Firms (RJSC) - official portal for company filings, amalgamations, and corporate registrations. RJSC
• Bangladesh Competition Commission (BCC) - guidelines and decisions on merger reviews and antitrust concerns. Bangladesh Competition Commission
• Bangladesh Investment Development Authority (BIDA) - investment approvals and policy guidance for foreign and domestic investments. BIDA
• National Board of Revenue (NBR) - tax, stamp duty, and other levies related to M&A transactions. NBR

6. Next Steps

1. Clarify deal scope and jurisdiction - Define whether the target is private or listed and identify required regulators. Timeline: 1-2 days.
2. Engage a qualified corporate solicitor in Chittagong - Select a lawyer with M&A and regulatory experience in Bangladesh; obtain an initial scope and fee estimate. Timeline: 1 week.
3. Initiate due diligence and draft a deal plan - Start with financial, legal, and regulatory due diligence to identify deal breakers. Timeline: 2-4 weeks.
4. Prepare and review governing documents - Draft or review share purchase agreement, scheme of arrangement, and disclosures. Timeline: 2-3 weeks.
5. Coordinate regulator filings - File with RJSC; if listed, coordinate with SEC for takeovers; secure BIDA and NBR approvals as needed. Timeline: 4-8 weeks depending on approvals.
6. Negotiate terms and obtain internal approvals - Align board and shareholder consents with regulatory requirements. Timeline: 2-6 weeks.
7. Close the deal and implement integration plan - Finalize closing conditions and begin post merger integration. Timeline: 1-3 months after approvals.