SUMMARY

In the dynamic landscape of corporate and commercial law, the law firm stands as a beacon of expertise, providing comprehensive legal solutions tailored to the unique needs of our clients. With a team of seasoned professionals, we navigate the intricacies of corporate governance, transactions and commercial ventures, enabling clients to operate in a complex business environment.

MERGERS AND ACQUISITIONS

Our firm has the leading transaction lawyers and consultants in Bangladesh, with unparalleled resources and experience in handling complex mergers and acquisitions. We guide our clients through the entire process, from due diligence to negotiation and documentation, facilitating strategic business combinations. With a focus on maximising value and minimising risks, we have been instrumental in successfully closing transactions across various industries. Our recent transaction includes:

• multi-billion dollar acquisition of consumer health food division of GlaxoSmithKline from Setfirst Limited by Unilever
• multi-billion dollar transactions involving several listed and non-listed companies in telecommunication, pharmaceutical and consumer food sectors
• multi-million dollar investment by CDC, TPG and Evercare in STS Holdings Limited, acquiring substantial stake in Evercare Hospitals in Dhaka and Chattogram
• multi-million dollar investment by Softbank and Alipay in bKash Limited
• multi-million dollar acquisition of Laugfs Gas Bangladesh Limited by Kai Heng Long Global Energy Ltd
• multi-million dollar acquisition of Singer Bangladesh through acquisition of the parent company by Arcelik
• mergers of conglomerates in various sectors, including edible oil, liquified natural gas, garments and apparel, food and beverage sectors

COMMERCIAL CONTRACTS AND TRANSACTION DOCUMENTS

Our firm has decades of experience and expertise in crafting contracts that safeguard our clients’ interests. From drafting and reviewing contracts to negotiating favourable terms, we tailor our approach to meet the unique requirements of each transaction. From dealing with suppliers, distributors or partners to the sale of business assets and companies and drawing up complex transaction documents, our commitment is to ensure that contractual relationships serve as strong foundations for business success.

COMPANY INCORPORATION

With keen understanding regulatory frameworks and legal nuances, our team of expert associates excels in guiding clients through the entire process of incorporating companies. We offer expert advice on selecting the most suitable corporate structure, drafting necessary documents, and liaising with regulatory authorities. Whether establishing a startup or expanding existing operations, our approach is tailored to facilitate a smooth and legally sound incorporation process, laying the groundwork for business success.

REGISTRATION AND DE-REGISTRATION OF BRANCH AND LIAISON OFFICE

Expanding business operations often involves the strategic decision to open branch or liaison offices. Our corporate and commercial experts have considerable experience and expertise in facilitating this expansion, providing comprehensive support in establishing branch and liaison offices of foreign companies in Bangladesh. From obtaining necessary approvals to drafting the requisite documentation, we streamline the process of opening branch and liaison offices in Bangladesh, ensuring that our clients meet legal obligations and seamlessly integrate their extended presence into the regulatory framework. Our team has a successful track record of closing branch and liaison offices, whilst ensuring compliance with legal and regulatory requirements. Our recent engagement includes registration and de-registration of several local offices.

CORPORATISATION

Our firm’s corporatisation practice stands as a cornerstone for clients seeking strategic guidance in restructuring and transforming their business entities. We specialise in guiding organisations through the process of corporatisation, a dynamic initiative that involves transforming businesses – from sole proprietorships and partnerships to statutory bodies – into corporate entities aligning with their strategic objectives. Our firm assists clients in establishing governance mechanisms that align with industry best practices and regulatory standards and providing strategic advice on restructuring ownership patterns, issuing shares, and optimising capital structures. We have served as part of an international advisory consortium for corporatisation of the national carrier, as well as corporatised a power plant and electricity distribution company. Activities included onsite and offsite due diligence reviews, review of tender documents and financing documents, and review and drafting of relevant implementing legislation.

CORPORATE SECRETARIAL SERVICES

Our corporate and commercial practice encompasses a dedicated wing committed to providing impeccable corporate secretarial services to companies in Bangladesh. We understand the critical role that corporate governance plays in the success of businesses, and our seasoned professionals ensure that clients adhere to the highest standards. From maintaining statutory registers to facilitating board and shareholder meetings, our corporate secretarial services offer a comprehensive solution to ensure legal compliance and effective governance. We act as the backbone, ensuring that the administrative aspects of corporate affairs are seamlessly managed, allowing our clients to focus on strategic decision-making and business growth.

COMPLIANCE TRAINING

Our law firm is dedicated to guiding corporations through the intricate landscape of compliance, recognising that a proactive and well-informed approach is crucial in today’s dynamic business environment. Our robust compliance training programmes encompass complex terrain of anti-bribery and corruption and anti-money laundering regulations, and workplace compliance, which includes topics such as diversity and inclusion, equal employment opportunities, fair labour practices, and sexual harassment. We provide comprehensive guidance on identifying, preventing, and addressing potential risks through tailored training modules that cover regulatory frameworks, risk assessments, and effective compliance strategies, ensuring that employees understand the legal ramifications and uphold the highest ethical standards.