M & A, Take Over, Corporate matters and Litigation
Due to recent economic growth of the country and changes in taxation laws, condition of capital market etc our business community is now exploring various corporate restructuring options i.e. Merger, Take over, Winding up etc. On the other hand compliant MNCs, foreign and local investors, entrepreneurs are normally aware of day to day corporate legal issues and practices. The demand for legal support is gradually increasing as local companies and foreign companies operating in Bangladesh are looking for options grow and successfully compete in different sector, expand to meet production demand and in unsuccessful cases looking for options to reduce unnecessary cost and liabilities. Our firm has been advising clients from very inception on different corporate matters and also involved in different pro bono initiatives to raise awareness among business community on regular basis from very beginning.
Rahman’s Chambers with respected client, Mr. Amanullah Chagla, CEO of Saturn Textiles Ltd after take over of Rancon Sweaters Ltd at Dhaka Export Procesing Zone (DEPZ), Ganakbari, Savar, Dhaka.
–Chambers & Partners, 2017
“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
Merger, Amalgamation, take over, winding up and general corporate affairs are our core practice areas from very inception. We are working for one major group of companies as their retainer from very inception for nearly 10 years and taking care of their almost all corporate affairs. We have wide range of expertise ranging from drafting resolution and filing annual return to dealing with highly contentious minority protection litigation before Honorable Company bench. We acted as legal consultant on issuance of preference shares, transfer of shares, converting private limited company to public etc. Our client includes individual stakeholders, local enterprises, foreign investors and multinational companies.
We have specialized lawyers from two service team and consultancy team who jointly take care of the share transfer issues which requires not only legal knowledge, expertise but also expertise of working in government offices. Among few other major business ventures, we have worked for a US & German investor on share acquisition and later on share transfer and exit. Our client says:
“I have worked on two different projects with them in the last two years. I appreciate the clear and concise advice given. The service compares very favorably with the service I have received from the top law firms that I have worked with in Germany.”
Our related experience:
- Takeover of a major Sweaters Ltd by an A K Khan entity and MU Union, Kong Kong
- Merger and Amalgamation of two companies of Giant Group.
- Takeover of Sunshine garments by Fakir Knitwear Ltd
- Winding Up of NI Industries Ltd.
- Minority protection litigation involving a Dredging Company.
The Chambers has provided legal support and also conducted due diligence for a number of companies, involving garment and textiles related business, as to possible merger and amalgamation within same group. Further several tax advantages, management issue, labour issues, as well as accounting exercises, where analyzed in detail and client were advised accordingly.
Winding up in Bangladesh is comparatively rare, however the Chambers was fortunate to advise 100% export oriented leather group of companies on possible winding up options on just an equitable ground. The legal issues involving bank debt interest, business prospect of the company, which was subjective to winding up, where analyzed. The firm presently handling two winding up litigation before Company Court of Hon’ble High Court Division.
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.
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, 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.
The Chambers has significant litigation experience in conducting cases and filing application under the Companies Act 1994 in the Company Court of High Court Division. In a minority protection cases under section 233 of the Companies Act 1994, the chambers were able to assist client in selling share at a fair value to the majority. We have successfully recovered share purchase value through filing monitory protection suit for a leading institutional investor.
We conduct due diligence for companies before going for mergers and acquisitions or takeover. 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.
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.
Non payment of dues and/or accumulation of debt rendering a Corporate entity unable to pay its dues, gives rise to Corporate Insolvency. The Chambers is well equipped and knowledgeable on the Bankruptcy Act of 1997 which serves as an alternative recursive strategy to recover payments and/or dues from corporate entities without resorting to the usual and general money recovery methods. Our firm has advised foreign Clients in the past, to proceed with Bankruptcy claims in the Courts due to its significantly less backlog of cases in the Bankruptcy courts of Bangladesh for recovery of outstanding dues.
Similarly, the Firm is equally capable in advising and representing Corporate/Commercial entities that are insolvent, requiring to obtain a Declaration of Insolvency from the relevant Courts in order to analyse its current commercial viability and manage its finances accordingly, including but not limited to, paying back its creditors in a timely and scheduled manner.
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.
Our Related Clients
- Nazmul Food Industries Ltd
- Saturn Textiles Ltd
- Perseus Ltd
- Rancon Sweaters Ltd
- Giant Textiles Ltd
- Future International Development PTE ltd, Singapore
- UAE-Bangladesh Investment Company Ltd
- Maruhisa Pacific Co. Ltd
- Fakir Group
- N I Industries Ltd.
- Company matter suit for minority shareholders’ protection
- Company matter suit for merger amalgamation and winding up
- Company matter suit for amendment of memorandum
- Company matter suit for permission for time extension for filing with RJSC
- Declaration suit under shareholders agreement and articles of association enforcing specific rights
- Company resolutions, notice, filing of annual returns
- Share transfer, acquisition, take over
- Filing, search and obtaining copy from Registrar of Joint Stocks of Companies