Commercial Transactions & International Trade
Rahman’s Chambers, as one of the Leading Law Firms, are advising clients on several international and local commercial matters for nearly a decade. We are a full-service law firm for all trade-related matters. The firm provides all sorts of support to the business community over several commercial issues including supply of commodities, industry specific transactions, agency, franchise etc. The Chambers and Partners 2022 Asia Pacific Guide ranked us as under the spotlight for Shipping for consecutive five years which covers commercial and international trade works. Chambers and Partners 2019 commented: “Offers further capabilities in international trade and commercial litigation”.
Rahman’s Chambers has strong contentious capabilities and has handled a number of insurance, fraud and international trade disputes.
-Legal 500, 2018
Chambers has been ranked for “Corporate and Finance” for the second consecutive year.
– Chambers & Partners, 2022, 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 excellent and 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
- 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 conducted due diligence for Samsung Engineering Company Limited of South Korea on several trade-related issues involving Bangladesh.
- We have vetted and advised on 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 on trade documents and LC documents for several Bank and Financial Institutions such as Dutch-Bangla Bank Limited, First Security Islami Bank Limited etc.
- We advised in a transaction between our client Unitex Group, and a Liquified Petroleum Gas (LPG) bottling and cylinder filling company for the supply of the same.
- We have provided legal consultancy service to one of the leading LPG provider company in Bangladesh regarding autogas supply agreement related matters.
- Advised Lifun group Several commercial transactions involving establishing a showroom for sale of imported vehicles
- Advised a local pharmaceuticals on legality of possessing, selling etc of various imported drugs under
- We advised on several complex issues on license, permit and legality of payment etc involving Miracle Pharma Corporations, USA on matters relating to manufacturing Surgical Safe Face Masks.
AGRICULTURE & POULTRY
- We have advised a Japanese client on land lease, production, supply , inspection etc involving Sweet Potato Production and Tuber Collection Agreement with local framers.
- We have advised a Japanese client on land lease, production, supply, inspection etc involving Sweet Potato Production and Tuber Collection Agreement with local framers.
- We advised a MNC on several laws regulation involving poultry industries and its machineries.
AGENCY & FRANCHISING
- Advised several clients on preparation and termination of Agency Agreement, Applicable Rights and Entitlements of the Parties
- Advised a local group of companies on a franchise agreement with an Italian lubricant brand.
- Advised our client Lantabur Group on a complex transaction involving both manufacture & supply and also buying and sourcing as a buying house of different products with a Spanish readymade garments brand.
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.
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.
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
- Investor / Investment Legal Due Diligence (every stage of product life cycle)
- Legal / Expert Opinion on Regulatory Framework and Policy
- Commercial Transactions
- Intellectual Property protection
- Legal Counsel on marketing authorizations
- Post Market surveillance
- Competition matters,
- Governmental healthcare and procurement programs,
- Trade controls & anti-bribery and corruption compliance, etc.
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:
- Real estate-related legal services
- Brand and data protection
- Buying and selling retail businesses
- Commercial contracts and agreements
- Employment-related legal services
- Licensing and franchising agreements
- Consumer Protection, Product Safety and regulation
- Regulatory issues affecting retailers
- 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.
- Bankruptcy, financial restructuring and insolvency
- Capital markets, including IPOs and US securities offerings
- Dispute resolution and litigation
- Consumer Protection, data protection, etc.
- 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
- M&A, including complex transactions, bolt-on acquisitions, strategic joint ventures, partnering arrangements and network sharing
- Regulation and competition, including compliance, challenging regulator decisions, interconnection agreements, rights of access, pricing and bundling
- Taxation related matters.
- Telecoms financing transactions
- 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:
- Sports Finance (M&A, JVs, Media Franchising, Equity financing, loan/security agreements etc.)
- Dispute Resolution (Arbitration, Mediations, litigation etc.)
- Documentation (Players Contracts, Work Permits, Endorsements, Rights Clearances)
We assists foreign suppliers and vendors in conducting due diligence for selecting local agents, distributors and franchisees for their products and services, and in establishing local commercial relationships.
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:
- Mergers, Acquisitions, Amalgamation, Joint Ventures, etc.
- Litigations / Controversies
- Government Investigations
- Counseling (regulatory, policy, technical know-how)
Our Related Clients
- 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