M&A, Corporate Transactions
Rahman’s Chambers, from its very inception, enshrines Corporate reorganization, takeover, and general corporate affairs as some of its core practice areas. We have a wide range of expertise ranging from drafting the resolution and filing an annual return to dealing with highly complex corporate reorganization and share acquisition. We acted as a legal consultant on various transactions including the issuance of preference shares, dozens of transfers of shares, converting a private limited company to the public, etc. Our client includes individual stakeholders, local enterprises, foreign investors and multinational companies. We have specialized lawyers who deals with corporate transactions and related affairs which requires not only legal knowledge, expertise but also the expertise of working in government offices. Chambers and Partners 2023 Asia Pacific Guide ranked Rahman’s Chambers for Corporate & Finance and stated: “The practice is additionally recognised in areas such as business formation, M&A and employment matters, alongside energy, infrastructure and real estate matters.”. they added: “One source states: ‘Their solution-based and customer-oriented approach is enormously helpful in reaching the best solution.”
Rahman’s Chambers has been consecutively ranked for Corporate & Finance.
– Chambers & Partners, 2023 – 2021
Mr. Mohammed Forrukh Rahman has been consecutively ranked (Band II) for Corporate & Finance.
– Chambers & Partners, 2020
“Advised Oriental Container Line regarding the takeover of the company by OOCL Logistics Bangladesh as part of a global takeover.”
– Chambers & Partners, 2019
“Their response times are excellent and they make you feel generally very well informed.”
–Chambers & Partners, 2018
“Rahman’s Chambers handles foreign investment and disputes involving corporate transactions, finance… The ‘very responsible, responsive and knowledgeable’ Mohammed Forrukh Rahman heads the firm…”
–Legal 500, 2018
Recommended for General Business Law
Our related experiences:
DUE DILIGENCE
- Conducted several due diligence of land records and company records involving a number of local industrial undertakings with a view for a potential M & A transaction for a Chinese MNC.
- Conducted Due Diligence and advised an MNC on possible M&A (Merger) of their two entities in Bangladesh.
- Conducted Due Diligence involving M&A of SDS International Limited.
- Legal Due Diligence, searching records of more than two dozen companies.
M&A( SHARE ACQUISITION) /TAKEOVER
- We advised our client, Fakir Fashion Limited, and also conducted due diligence involving takeover (share acquisition) of 3 adjacent garments and knitting factories.
- Advised Saturn textiles, conducted Due diligence, negotiated and prepared all transaction documents for 100% Share acquisition and Takeover of Rancon Sweaters Ltd, owned by Danish shareholders involving contingent tax liabilities.
- Advised Saturn textiles, negotiated and prepared all transaction documents for 100% Share sale and Takeover of Rancon Sweaters Ltd, by an A K Khan entity and MU Union, Kong Kong
- Advised Saturn textiles, conducted Due diligence, negotiated and prepared all transaction documents for 100% Share acquisition and Takeover of Alfa Patterns [BD] Ltd, a ready made garments company at Dhaka EPZ.
- Advised Leatherex Footwear Industries Ltd, conducted Due diligence, negotiated and prepared all transaction documents for 100% Share acquisition and Takeover of Scape E Moda Ltd from B. Z. Moda (BD) Ltd.
- Advised and Assisted a major Japanese tobacco company on M&A issues over a number of existing factories operating in Export Processing Zones in Bangladesh.
- Advised a co-owner of GMS Composite on M&A related matters and Demerger in its corporate restructuring.
RESTRUCTURING
- We have advised our client in a complex restructuring deal involving privatization and lease of the entire facility of Bangladesh Jute Mills Corporation (BJMC), once a major foreign exchange earner by exporting golden fiber (jute).
- We have advised our client on structuring a deal regarding its existing unused land and building and advised on different options available.
- We have advised the Board of Trustees of a reputed school with regard to the reconstruction of the Board.
- We advised our client, a renowned trust owning and operating a leading school, relating to reconstituting and restructuring the board of trustees.
- Advised a local shipping company on a dispute involving shareholders’ rights and exit options, in particular, forfeiture of share, the rectification of share register, holding EGM and voting by-poll, etc.
- Involved in a complex restructuring transaction of a major fishing company involving MARUHA NICHIRO CORPORATION, A.K. KHAN & COMPANY LTD. & PACIFIC TRADERS LIMITED.
- Corporate reorganization of a major leather company and a major foreign investment company in garments and textiles sector among its shareholders.
- Share dilution, restructuring in compliance with legal due diligence, increase of share capital both ordinary and preference shares and other complex reorganization work for a number of companies.
SHARE ALLOTMENT
- We have advised and assisted our client in issuing redeemable preference shares and also allotting the same. The several entities of the multination company and such compliance with local law as well as laws of different jurisdictions had to be ensured. The work was particularly complex due to existence of forex regulations impacting redemption and remittance in foreign currency, etc.
- We advised client on profit sharing out of sale of immovable property.
- We have previously assisted with the incorporation of a local subsidiary for US based Ralph Lauren Corp. namely, “Ralph Lauren Sourcing Ltd” in Bangladesh and presently we have entered into a retainership for assisting them with all their secretarial works, such as Annual Return filing and other formalities, holding General Meeting, annual license renewals, etc.
- We have advised and provided Legal Opinion on Validity of Appointment of Auditors under the Companies Act 1994 without holding AGM, particularly when date of holding AGM has expired as per Companies Act 1994 & Condonation of High Court is required for holding AGM after the legal expiry date.
SHARE TRANSFER
- Advised in the Share acquisition for a Hong Kong based company namely Vanessa Enterprise ltd.
CORPORATE ADVISORY
- We provided Consultancy Services, in association with Deloitte Bangladesh Limited, for Insolvency Law Reforms in Bangladesh to Bangladesh Garment Manufacturers and Exporters Association (BGMEA).
- We advised a leading local spinning mill on outsourcing yarn from three other local yarn mills to meet the excessive demand of the buyers of our client. We have helped clients to structure the transaction in compliance with recent sub-contracting laws and drafted an exclusive manufacturing agreement for them based on minimum capacity payment while taking care of all risks & factors involving outsourcing for international trade. The work was a bit challenging as we brought the concept of capacity payment from our power sector expertise which seemed to us rather unknown to the RMG and textiles sector. Our client and opponent both appreciated the advice as it worked well for both.
- We have advised Itochu Corporation in the formation of a gratuity deposit fund trust and also assisted in the process of registering the trust with the National Board of Revenue to facilitate the process of claiming tax exemptions applicable for gratuity payment.
- We have advised Swiss Singapore Overseas Enterprises Pte Ltd (SSOE) an MNC and conducted legal due diligence over the process of voluntary liquidation.
- Annual Return filing and other formalities, holding General Meeting and assisting in other corporate affairs etc for several companies
Practice Guide – Corporate
The Companies Act 1994 is the enabling act in Bangladesh which deals with entire companies affairs; whether it is private, public or company limited by guarantee etc. While company formation and business setup formalities are matters of investment law, corporate transactions covers affairs like holding general meeting, filing annual return, share transfer, M&A, company takeover, company due diligence, raising capital, conversion of private to public or such other transactions, issues pending with Registrar of Joint Stock of Companies and Firms where there is no need for filing petition before company court or bankruptcy court. In a major share acquisition and take over work, ensuring all legal and regulatory compliance etc by conducting due diligence, share valuation and preparing shareholders agreement etc, requires significant experience and team work. Besides, both management and shareholders requires regular corporate advisory support on several issues involving company’s laws and practice. Rahman’s Chambers handled several corporate transactions of different kinds ranging from simple to complex from very inception.
We conduct due diligence for companies before going for mergers and acquisitions or takeover etc. We draft Share Purchase Agreements, Shareholders Agreements, Joint Venture Agreements, non-compete and non-disclosure agreement, escrow agreement etc. and assist in the entire transaction including getting approval and filing returns. We have conducted due diligence for several companies over several transaction over last 10 years.
Our Legal Due Diligence covers following areas:
- Searching in Company Register
- Searching in Land Register
- Searching in Tax file
- Searching Bank Record etc.
- Searching police record
- searching court case record
Recently, offshore indirect transfer rules are amended by bringing detailed valuation rule for capital gain to ensure that profits taxable in Bangladesh from indirect share transfer of a foreign shareholding company are not transferred to foreign countries.
The firm has significant experience on dealing with several takeover projects by new buyer, by the way of 100% transfer of shares, mostly in garments and textiles sector. The said transfer of share and takeover involves not only due diligence but also execution of share purchase agreement, conducting several board meetings and general meetings, and filing out form and many other legal formalities including taxation. The firm also provided post transfer legal support to the client, mostly related to labour issues and taxation.
For information on land acquisition works please click here.
For information on merger works please click here.
The firm regularly assist client in raising capital by the way of allotting ordinary as well as preferential shares. Our services included drafting complex share agreement as well as filing return with Registrar of Joint Stock of Companies and Firms, also assisting in the process of recording the same. We have successfully assisted Saturn Textiles Ltd and few other companies over raising capital and Uttara Feed over reduction of capital. The chambers assisted a Grameen entity over issuance of Preference shares by preparing share purchase agreement.
As happening in many countries over the world, our Securities and Exchange Commission has not yet brought any new rule bringing ESG disclosure for listed companies, however, the corporations are required to keep in mind that the same may happen soon and they will require people and professionals to deal with such disclosure.
Mr. Rahman has been acting as a retainer for American based outsourcing companies for long time and a UK based garment manufacturer for nearly 10 years. As a retainer the firm was involved in providing day to day legal support, legal compliance advisory works, mostly relating to filing annual returns, drafting and vetting several board resolutions, AGM/EGM resolutions and also provide day to day legal consultancy etc.
Our services include:
- Preparing Notice and Board Resolutions
- Preparing Notice and draft AGM/EGM Resolutions
- Filling Annual Return
- Preparing Form XII, Schedule X etc.
Chambers has significant experience of corporate reorganization in both private and public sector. Corporate reorganization without going for merger, winding up or insolvency is often required among shareholders or within group of companies to address different regulatory issue, management and HR issues and also taxation issues. We have experience of assisting both public sector companies and private sector in this regard.
- MNC
- Foreign Investment
- Group of Companies
- Partnership
- Proprietorship
Our Services
- Due Diligence
- Share Acquisition and take over
- Share valuation
- Corporate Re-organisation
- Annual Return, general meetings Filing, search and obtaining copy from Registrar of Joint Stocks of Companies
- Allotment of shares
- SEC approval for increase of shares