Mergers &
Acquisitions
Bangladesh's leading M&A counsel for cross-border transactions, corporate restructuring, share acquisitions, and High Court amalgamations. Trusted by multinationals, sovereign entities, and growth-stage companies across 50+ countries.
M&A Counsel for Bangladesh's Most Complex Transactions
Bangladesh's economy is at an inflection point. With FDI inflows growing 80% in 2025, a rapidly expanding capital market, and a wave of cross-border consolidation across the RMG, technology, infrastructure, and financial services sectors, the demand for sophisticated M&A legal counsel has never been greater.
Barrister Remura Meheruba Mahbub and the TRW Law Firm team bring triple-qualified expertise — Barrister at Law (Lincoln's Inn), Solicitor of England & Wales (SRA No. 7266913), and Advocate of the Supreme Court of Bangladesh (Dhaka Bar No. 29524) — to every transaction, from share acquisitions and High Court amalgamations to complex cross-border joint ventures.
Share Acquisitions
Advising buyers and sellers on public and private share transfers, BSEC thresholds, and RJSC registration requirements.
High Court Amalgamations
Full-service representation for court-sanctioned mergers under Sections 228–229 of the Companies Act 1994.
Cross-Border Transactions
Structuring inbound and outbound M&A across DIFC, UK, Singapore, and South Asian jurisdictions.
Legal 500 Ranked
TRW is the first Bangladeshi law firm ranked in Legal 500 for M&A and international arbitration.
Full-Spectrum M&A Advisory
Share Acquisition Advisory
End-to-end counsel for acquisition of shares in public and private companies — from initial structuring and BSEC threshold analysis to RJSC registration and post-completion integration.
High Court Amalgamation
Representation in court-sanctioned amalgamations under Sections 228–229 of the Companies Act 1994, including petition drafting, shareholder and creditor meeting management, and 75% approval threshold compliance.
Due Diligence
Comprehensive legal, financial, and regulatory due diligence covering corporate records, title searches, litigation history, regulatory licences, employment obligations, and environmental compliance.
Transaction Structuring & SPA Drafting
Drafting and negotiating Share Purchase Agreements, Asset Purchase Agreements, Merger Agreements, and ancillary transaction documents including conditions precedent, warranties, and indemnities.
Joint Ventures & Strategic Alliances
Structuring and documenting joint ventures, strategic partnerships, and consortium arrangements — including governance frameworks, profit-sharing mechanisms, exit provisions, and dispute resolution clauses.
Post-Merger Integration & Restructuring
Legal support for post-completion integration including regulatory notifications, employment transfers, IP assignments, licence novations, and corporate restructuring under Bangladesh law.
Key Legislation Governing M&A in Bangladesh
Companies Act 1994
The principal statute governing corporate mergers and amalgamations in Bangladesh. Sections 228–229 set out the High Court procedure for court-sanctioned mergers, requiring 75% shareholder and creditor approval.
Securities & Exchange Ordinance 1969
Governs acquisitions of listed company shares, mandatory disclosure thresholds, and BSEC approval requirements for transactions that cross specified paid-up capital thresholds.
Foreign Private Investment Act 1980
Provides the statutory framework for foreign equity participation in Bangladeshi companies, guaranteeing repatriation rights and equal treatment of foreign investors.
Competition Act 2012
Prohibits anti-competitive mergers and acquisitions. The Bangladesh Competition Commission reviews transactions that may substantially lessen competition in any relevant market.
Bank Company Act 1991
Governs acquisitions of shares in scheduled banks, requiring Bangladesh Bank approval for any acquisition exceeding 5% of a bank's paid-up capital.
Foreign Exchange Regulation Act 1947
Regulates the remittance of acquisition consideration and post-acquisition profit repatriation, requiring Bangladesh Bank approval for cross-border payments.
How We Execute Your Transaction
Initial Consultation
Transaction briefing, deal structure review, and preliminary regulatory mapping across all relevant jurisdictions.
Due Diligence
Legal, financial, and regulatory due diligence. Identification of deal-breakers, conditions precedent, and risk allocation framework.
Structuring & Drafting
Optimal transaction structure design. Drafting of SPA/APA, shareholder agreements, board resolutions, and all ancillary documents.
Regulatory Approvals
BSEC, RJSC, Bangladesh Bank, BIDA, and sector-specific regulatory filings and approvals management.
Completion & Integration
Conditions satisfaction, completion mechanics, post-closing adjustments, and ongoing integration legal support.
Every Type of M&A Transaction, Handled with Precision
Horizontal Mergers
Consolidation between companies in the same industry. We advise on competition law compliance, market share analysis, and Bangladesh Competition Commission filings.
Vertical Acquisitions
Acquisitions along the supply chain — upstream or downstream. We structure transactions to maximise operational synergies while managing regulatory exposure.
Conglomerate Mergers
Diversification-driven acquisitions across unrelated industries. We advise on holding company structures, regulatory licensing, and cross-sector compliance.
Cross-Border Acquisitions
Inbound and outbound M&A spanning Bangladesh, DIFC, UK, Singapore, and South Asian jurisdictions. We coordinate multi-jurisdiction legal teams and manage FERA compliance.
Management Buyouts
Advising management teams and private equity sponsors on leveraged buyouts, vendor due diligence, financing structures, and management incentive arrangements.
Distressed M&A
Acquisitions of financially distressed companies, including insolvency-related transactions, court-supervised sales, and creditor negotiation under Bangladesh insolvency law.
The Bangladesh Amalgamation Process Under the Companies Act 1994
Mergers by way of court-sanctioned amalgamation are the most common form of statutory merger in Bangladesh. Under Sections 228 and 229 of the Companies Act 1994, the target entity merges into the acquiring entity, with all assets and liabilities vesting in the buyer. Purchase consideration is paid to target shareholders either in cash or by allotment of shares.
The process requires approval by a majority representing at least 75% of the value of shareholders and creditors present and voting at court-convened meetings. Following court approval, the transferee company may serve 21 days' notice to acquire any dissenting minority shares, unless those shareholders apply to court within 30 days.
Discuss Your TransactionApplication to High Court
File a petition with the appropriate High Court requesting orders to convene meetings of shareholders and creditors to obtain their approval for the scheme.
Shareholder & Creditor Meetings
Court-ordered meetings are convened. A majority representing 75% of the value of shareholders and creditors present and voting must approve the scheme.
Court Approval Petition
Following shareholder and creditor approval, a petition is filed with the High Court requesting final approval of the amalgamation scheme.
21-Day Minority Notice
Upon court approval, the transferee may offer 21 days' notice to acquire dissenting minority shares. Dissenting shareholders may apply to court within 30 days.
Vesting & Dissolution
Following the court order, all assets and liabilities of the target vest in the acquiring entity, and the target company is dissolved without winding up.
Selected Transactions & Mandates
Bangladesh Shipping Corporation — Strategic Bulk Carrier Acquisition
Advised Bangladesh Shipping Corporation on the landmark acquisition of bulk carriers BANGLAR PROGOTI and BANGLAR NAVJATRA from Hellenic Dry Bulk Ventures, strengthening Bangladesh's national fleet and maritime strategic capacity.
AED 14 Billion Real Estate Joint Venture — Dubai
Advised on a joint venture with a leading Dubai developer for a multi-use real estate project worth over AED 14 billion, covering JV structuring, development management, hotel management, licensing, and technical services agreements.
Dubai Medical Facility Acquisition
Represented a buyer from due diligence through to final documentation in the acquisition of a Dubai medical facility, covering regulatory approvals, asset transfer, and healthcare licensing.
Northern Emirates Branded Hotel Joint Venture
Advised on a separate joint venture for a branded hotel in one of the northern Emirates, including JV structuring, development management, hotel management agreements, and licensing arrangements.
Triple-Qualified. Internationally Connected. Locally Unmatched.
Barrister Remura Meheruba Mahbub is the only lawyer in Bangladesh who holds simultaneous qualification as a Barrister at Law (Lincoln's Inn, 2021), a Solicitor of England & Wales (SRA No. 7266913, 2026), and an Advocate of the Supreme Court of Bangladesh (Dhaka Bar No. 29524). This rare combination means every transaction is advised upon under the governing law of the deal — whether Bangladesh, English, or DIFC law.
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