Commercial Transactions


Rahman’s Chambers, as one of the Leading Law Firms, are advising and representing Clients on several international and local commercial matters for nearly a decade. We are a full-service law firm for all trade-related matters. Besides dealing with Commercial Litigation matters, the firm provides all sorts of support to the business community over trade-related issues for both local and foreign clients. The Chambers and Partners 2021 Asia Pacific Guide ranked us as under the spotlight for Shippingwhich includes commercial transaction and states: “A client comments that ‘they are very quick to come back to us with solutions and have been very helpful in giving advice on local laws, regulations and requirements.’ ”

Rahman’s Chambers has strong contentious capabilities and has handled a number of insurance, fraud and international trade disputes.

-Legal 500, 2018

Rahman’s Chambers is a recommended firm for general business law

-Asialaw 2021

Chambers has been ranked for “Corporate and Finance

– Chambers & Partners, 2021

“Another interviewee reports: “I have a high-level opinion of them, with one of their strengths being a commitment to delivering on time.”

– Chambers & Partners, 2020

Rahman’s Chambers has been ranked for Shipping”. Offers further capabilities in international trade and commercial litigation”

– Chambers & Partners, 2019

“Their response times are excellentand they make you feel generally very well informed.”

– Chambers & Partners, 2018

We have provided assistance in the following matters:

  • Our COVID-19 special practice group on Supply Chain advised a number of MNCs, local groups of companies on different terms and conditions under different sales and supply chain contacts affected by COVID-19 lockdown with a view to protecting the best interest of the client
  • Advised a local group of companies on a franchise agreement with an Italian lubricant brand.
  • Conducted due diligence on importation, recycling of E-waste and related environmentalregulations.
  • Chambers have advised a major Hong-Kong-based knitwear manufacturing company on complex International trade-related transactions and matters involving Bond licenses, custom duties, import policy, customs valuation etc within different layers of the supply chain manufacturing within and between their local subsidiary and other third party transactions.
  • We have advised Maersk Bangladesh Limited and also A.P. Moller –Maersk, Denmark by preparing templates for Letter of indemnity suitable for Bangladesh and also other jurisdiction, for example, India, Pakistan where there is exchange control regulation.
  • We have conducted due diligence over customs duties etc. on specific products for VVD, India and Godrej,
    India.
  • We have advised G.A.B Limited, a concern of Gildan Active-wear Bangladesh and a Multi-National Company on different custom formalities involving bonded warehouse matters allowing exemption from import duty for 100% export oriented import and extension of a bonded area in different locations.
  • We have conducted due diligence over VAT, Tax, Customs duties for Sojitz Machinery Corporation, a sogo shosha (General Trading Companies)based in Tokyo, Japan regarding the import of Gantry Crane for Chittagong Port authority.
  • We have advised a leading Chinese construction company regarding foreign vessel registration process in Bangladesh, local acceptability of China classification society and applicable cost/ tax breakdown etc.
  • We have advised and provided due diligence report to Dharti Dredging and Infrastructure Limited, India on the importation of dredgers as capital machinery and applicable customs duty, foreign vessel registration process and applicable registration fees in Bangladesh, setting up dredging business in Bangladesh etc.
  • We have advised a major South Korean construction company and provided due diligence report on applicable customs duty, supplementary duty, advance trade VAT, advance income tax on several types of equipment, i.e. cranes, bulldozers, generators, pile drivers and extractors etc.
  • We have provided legal consultancy service to one of the leading LPG provider company in Bangladesh regarding autogas supply agreement related matters.
  • We have assisted First Northeast Electric Power Engineering Co. (NEPC) in the conversion of temporarily imported equipment into permanent importation from a project to a subsidiary company as capital machinery subject to availing significant exemption on applicable duty and tax.
  • We have conducted due diligence for Samsung Engineering Company Limited of South Korea on several trade-related issues involving Bangladesh.
  • We have vetted and drafted Sales contract and Pro-forma Invoices for several Garments and Textiles, for example, Saturn Textiles Limited, How Are You Textiles Limited etc.
  • We have advised a major construction and engineering company from China named First Northeast Electric Power Engineering Co. (NEPC) on converting temporary import of equipment into permanent imports.
  • We have advised Maersk Bangladesh Limited regarding terminal handling charges related regulation, rules, the policy of Chattogram Port Authority.
  • We have vetted trade documents and LC documents for several Bank and Financial Institutions such as Dutch-Bangla Bank Limited, First Security Islami Bank Limited etc.

Practice Guide – Commercial

GDP wise Bangladesh is the 33rd largest economy of the world. It is the 2nd largest Garment producer in the world. Certainly, the country has made its name as Emerging Tiger in South East Asia which is contributing to developing all related service industries which include Shipping, Freight Forwarding, Commercial Banking, and also Legal service industries. Smooth Commercial Transaction and International Trade require strong legal support. Conducting due diligence on VAT, Tax, Custom related matters, deciding HS Codes and valuation, determining terms and conditions of the Sales contract or Pro-forma Invoices, Bill of Lading, seeking compliance with local and international foreign exchange control regulation, international trade law, determining suitable INCOTERMS, UCP 600, etc are only a few areas where the prudent client takes legal advice. Determining applicable HS codes and valuation based on the nature of import and export is the key to avoiding potential disputes and unwanted claims from Tax authorities. Besides, consistency and coherence of different terms in several commercial documents also significantly help clients in case of disputes involving cargo payment and delivery.

Commodities

Energy-related commercial transactions is a dynamic business not only in the South Eastern Pacific region but also Globally for both non-renewable (Oil and Gas) and renewable (Solar, Turbine, Hydro, Wind) energy sources. The Firm recognizes the varying commercial and technical aspects of the different energy industries including their unique regulatory frameworks and legal compliance and employs a multidisciplinary approach to ensure a cost-effective, swift, solution-based approach in all such transactions.

For Commodity based Commercial Trading (Energy) the interplay between major industry contracts includes:

  • Agreements, including concession agreements, licenses, production and risk-sharing contracts
  • Joint ventures, including joint operating agreements, joint development/exploration agreements, joint study and bidding agreements, and unitization and unit operating agreements
  • Mergers and acquisitions, including corporate and asset sales, farm-ins and farm-outs, transfer of assets, and Royalty Agreements
  • Commodity sale and purchase agreements, including for crude oil, natural gas and LNG sales, including spot, term and master sales arrangements
  • Derivatives and hedging agreements, including for crude oil, natural gas and other commodities, as well as restructuring and termination of those agreements and related disputes
  • Gathering, processing, pipeline, storage and transportation agreements
  • Drilling and service contracts
  • LNG project development
  • Decommissioning arrangements
  • Corporate Restructurings, bankruptcy filings, and bankruptcy litigation.

Chambers employs a multidisciplinary approach in handling and assisting Clients both Domestic and Foreign, with any/all International Tender based commodity trading for Grains issued by the Directorate General of Food, also known as Bangladesh’s grains purchasing agency,

Due diligence is required in structuring transactions that alleviate risk in today’s evolving market environment, especially in light of the COVID 19 Coronavirus pandemic, along with experience in developing financing and security solutions tailored to fit clients’ specific needs and requirements.

Similarly, multi-jurisdictional trade disputes and commercial and shipping litigation requires considerable expertise in dispute resolution in the Domestic courts/ Tribunals, with knowledge of all major international arbitration rules (including the ICC, UNCITRAL, SIAC, and the HKIAC) and International trade arbitration regulations and any Bilateral / Multilateral Treaties is key.

Bangladesh may not be highlighted as a CDDC (commodity-dependent developing country) for export-orientated trading globally, however, there are significant uses and utilization of the same in the domestic market, including the construction, shipbuilding industry, etc.

Metals Ores, Minerals Commodities including trading and offtake agreements of metals, minerals, ores with a particular focus on quality control (QC), transportation and carriage and trade documentation disputes including International cross-border related transactions.

Agriculture plays a vital role in Bangladesh’s economy, both in the Domestic and in the Export industry. While jute and rice were once considered the two main cash crops but over the years, other crops such as tea, sugarcanes, oilseeds, fruits, vegetables. spices, wheat, potatoes, tobacco and cotton have infused their share into the market, while leather, tea, frozen fish remains to be the top export-orientated agricultural commodities in light of the fall of the jute processing industry in Bangladesh.

Due diligence and knowledge of the regulatory frameworks and legal compliances based issues related to Agricultural based commodity trading in Bangladesh is required both at the domestic and international level.

Bangladesh, from an economical standpoint, is self-sufficient in meat production, producing 7.51 million tonnes of meat in Fiscal Year 2018-19 against an annual demand of nearly 7.3 million tonnes, according to the Department of Livestock Services (DLS). Moreover, keeping in line with the Ministry of Fisheries and Livestock (MoFL)’s encouragement of reducing meat import from overseas, major Bangladeshi conglomerates have entered into the foray of investing in domestic cattle farming and Livestock Industry of Bangladesh, bringing forth major capital investments and IT innovations featuring technology for tracking cows from birth to slaughter.

Such significant capital investments, Project Finance, regulatory compliances and corporate/commercial affairs require careful legal due diligence to protect and secure the Client’s best interest.

Industry-wise Transactions

Keeping in line with the booming Bangladeshi economy, the Life Science / Pharmaceutical industry is in an innovative phase undergoing a transformative period with many major local and foreign drug companies engaged in an ever-increasing level of policy regulations as well as strict cost management in order to remain commercially viable, competitive and profitable.

Understanding of the regulatory environments along with a multi-disciplinary approach is significant whilst providing counsels which include but not limited to hospitals, pharmaceutical and medical device companies, private and listed biotechnology and med-tech companies, venture capital-backed start-up companies, developers and manufacturers of diagnostics and chemicals, financial and strategic investors and the governmental and public authorities.in any/all commodity-based commercial transactions therein.

Key services in this sector may include

  1. Investor / Investment Legal Due Diligence (every stage of product life cycle)
  2. Legal / Expert Opinion on Regulatory Framework and Policy
  3. Commercial Transactions
  4. Intellectual Property protection
  5. M&A
  6. Legal Counsel on marketing authorizations
  7. Post Market surveillance
  8. Competition matters,
  9. Governmental healthcare and procurement programs,
  10. Trade controls & anti-bribery and corruption compliance, etc.

The firm regularly advises both bankers and businessman on matters related to LC, DA, DP etc. We have specialized knowledge & experience on foreign exchange guidance, UCP600, and INCOTERMS 2010 etc.

Even though Antitrust and Cartel practices may be at a primitive standpoint from the Bangladeshi perspective, however, its applications are prevalent throughout esp. in the gold industry, etc.

A cartel is defined as a group of firms that get together to make output and price decisions. Similarly, any action against cartels is a specific type of antitrust enforcement.

Legal counsel in Anti-Trust / Cartel practices, investigations are usually required in:

  1. Mergers, Acquisitions, Amalgamation, Joint Ventures, etc.
  2. Litigations / Controversies
  3. Government Investigations
  4. Documentation
  5. Counseling (regulatory, policy, technical know-how)

The retail industry in Bangladesh is evolving with the rise of domestic and foreign joint venture e-commerce transactions. The rapid shift from the high street brands to the internet to the fast-paced growth of cross-border e-commerce warrants the demand of retailers needing legal representation to fully understand the challenges which they face.

Legal representation and service in this sector may include (but not limited) to the following:

  1. Real estate-related legal services
  2. Brand and data protection
  3. Buying and selling retail businesses
  4. Commercial contracts and agreements
  5. Employment-related legal services
  6. Licensing and franchising agreements
  7. Consumer Protection, Product Safety and regulation
  8. Regulatory issues affecting retailers
  9. Restructuring, refinancing and bankruptcy, etc.

Proper legal representation in the Media and Entertainment industry is developing in Bangladesh slowly but surely. With no shortage of talent and the IPs of artist from all mediums and field which includes communications providers, broadcasting giants, independent radio, film and television companies, agents, event organizers, record labels, music distributors, publishers, artists, financiers, newspaper empires and telecommunications companies including mobile network operators, infrastructure owners and investors, technology suppliers and equipment manufacturers and financial institutions.

  1. Bankruptcy, financial restructuring and insolvency
  2. Capital markets, including IPOs and US securities offerings
  3. Dispute resolution and litigation
  4. Consumer Protection, data protection, etc.
  5. Media and entertainment including content acquisition, advertising, broadcasting agreements, creating rights, music recording and licensing deals, product development, sponsorship and TV and film co-production arrangements
  6. M&A, including complex transactions, bolt-on acquisitions, strategic joint ventures, partnering arrangements and network sharing
  7. Regulation and competition, including compliance, challenging regulator decisions, interconnection agreements, rights of access, pricing and bundling
  8. Taxation related matters.
  9. Telecoms financing transactions
  10. Telecoms infrastructure transactions (fiber / cable deals) and the sale and leaseback of towers

Proper legal representation, due diligence and dispute resolution as a commodity based commercial transaction in the sports industry is gaining more and more traction over the years. From regulatory and legal issues for TV broadcasters pertaining to issues in sports content, to commercial sponsorship, IP rights etc. requires significant due diligence all around.

Range of legal services can include:

  1. Sports Finance (M&A, JVs, Media Franchising, Equity financing, loan/security agreements etc.)
  2. Dispute Resolution (Arbitration, Mediations, litigation etc.)
  3. Documentation (Players Contracts, Work Permits, Endorsements, Rights Clearances)

Our Related Clients


  • VVD, India
  • Saturn Textiles Ltd.
  • ACME Electronics Ltd
  • G.A.B Limited (Gildan)
  • Shivalic Fashions Ltd.
  • Ocean International Ltd. (Agent of Hyundai Shipping)
  • First Northeast Electric Power Engineering Co. (NEPC)
  • Unitex LP Gas Ltd
  • Utah Fashion Ltd.
  • Zhefu Holding Group Co Ltd
  • Abond Corporation, Canada
  • Sojitz Machinery Corporation, Japan
  • RamaDBK, Japan
  • Roshawa Spining Mills Lts
  • Angang Steel Company Ltd., China
  • Maersk Bangladesh Ltd.
  • Samsung Engineering Company Ltd.
  • Dharti Dredging and Infrastructure Ltd,
    India
  • First Security Islami Bank Limited

Reported Cases


  • LC Fraud (Hallmark case): Alvi Spinning Mills Ltd and others vs Govt. of Bangladesh.
  • International Trade: Freight Management vs. Bangladesh Bank.
  • Admiralty & Maritime: Marodi Services vs MV Swift Co.
  • Freight and Charges: Maersk Bangladesh Limited vs Bangladesh

Related Resources - Library


The value of law reports in the legal profession cannot be overemphasized. They can be regarded as the life-wire of the legal profession. We have a rich library with a mixture of printed and online legal databases. We have printed version of All England Commercial Cases, Indian Digest of Supreme Court cases, Yearbook Commercial Arbitration of Wolter Kluwer and most law reports of Bangladesh. We subscribe to the online legal database Manuputra providing access to most reputed law reports. Read more