EPC and O&M Contracts in Bangladesh: Legal Services and Insights
EPC (Engineering, Procurement, and Construction) contracts and O&M (Operation and Maintenance) agreements form the backbone of construction and engineering projects worldwide. In Bangladesh, these frameworks are indispensable in sectors like power, infrastructure, industrial facilities, and commercial construction. The growing scale and complexity of projects demand tailored legal solutions, meticulous contract drafting, and robust dispute resolution mechanisms.
This article outlines the legal aspects of EPC and O&M agreements, TRW Law Firm’s expertise in this domain, and practical insights into construction and engineering law in Bangladesh.
Understanding EPC and O&M Contracts
EPC Contracts
An EPC contract, often referred to as a “turnkey contract,” places comprehensive responsibility on the contractor to deliver a complete, functional project. It encompasses:
Engineering: Design of the project, including all technical and architectural aspects.
Procurement: Sourcing and managing materials, equipment, and labor.
Construction: Building the project and handing it over to the employer in a ready-to-operate state.
EPC contracts ensure single-point responsibility, making the contractor accountable for any delays, cost overruns, or defects. Key provisions include liquidated damages, performance guarantees, and force majeure clauses.
O&M Agreements
Operation and Maintenance agreements govern the post-construction phase, where the contractor ensures the facility operates efficiently. These agreements cover:
Regular maintenance.
Operational management.
Compliance with regulatory standards.
Performance optimization.
TRW Law Firm’s Expertise in EPC and O&M
TRW Law Firm is a leader in providing legal services for construction and engineering projects. Our multidisciplinary approach, combining contract management, due diligence, and dispute resolution, ensures seamless project execution for clients.
Key Projects and Services
EPC Contract Advisory
Drafted and reviewed EPC contracts for steel buildings, power plants, and industrial facilities.
Assisted an MNC in appointing an EPC contractor for a Savar-based steel building project.
Advised Lantabur Group on prefabricated steel structures for a dyeing factory in collaboration with MARN Steel.
O&M Agreements
Legal consultancy for a major power plant operated by EGCB, ensuring compliance with O&M standards.
Drafted comprehensive O&M contracts for long-term operational efficiency.
Due Diligence
Conducted detailed due diligence on commercial buildings for long-term leases in Dhaka.
Evaluated licenses, permits, and legal compliance for commercial establishments.
Contract Drafting and Management
Drafted subcontracts for the importation of construction materials for Chinese companies.
Prepared architectural design agreements for renowned firms, covering civil, electrical, and plumbing works.
Dispute Resolution
Represented clients in construction-related arbitrations and litigations, addressing issues like delays, payment disputes, and non-compliance.
Legal Considerations in EPC and O&M Contracts
1. Key Provisions in EPC Contracts
Liquidated Damages: Imposed for delays or non-performance.
Force Majeure: Covers unforeseeable events affecting project timelines.
Defect Liability Period (DLP): Ensures contractors address defects post-completion.
Performance Guarantees: Hold contractors accountable for meeting operational benchmarks.
2. Regulatory Compliance
Projects often require multiple permits, including environmental clearances, zoning approvals, and labor licenses.
TRW assists clients in navigating complex regulatory frameworks to ensure smooth project execution.
3. Dispute Resolution Mechanisms
Construction disputes are often resolved through arbitration or mediation.
TRW specializes in drafting arbitration clauses tailored to client needs, ensuring efficient resolution.
Challenges in Construction and Engineering Law
1. Delays and Cost Overruns
Delays often arise from inadequate project planning, regulatory hurdles, or unforeseen events.
TRW mitigates these risks by drafting contracts with clear timelines and penalty clauses.
2. Regulatory Complexity
Navigating laws like the Building Code, Fire Safety regulations, and labor laws can be daunting.
TRW’s due diligence ensures compliance, minimizing project risks.
3. Subcontractor Management
Large projects involve multiple subcontractors, increasing coordination challenges.
The construction and engineering sectors in Bangladesh are poised for growth, driven by public and private investments in infrastructure, energy, and industrial projects. Legal expertise will play a pivotal role in:
Ensuring compliance with evolving regulations.
Managing risks associated with complex contracts.
Resolving disputes efficiently to avoid project delays.
TRW Law Firm remains committed to supporting clients in navigating these challenges, delivering innovative and effective legal solutions for their construction and engineering needs.
Conclusion
EPC and O&M agreements are at the heart of successful construction and engineering projects. With its extensive experience and expertise, TRW Law Firm is a trusted partner for clients seeking legal support in these domains. From contract drafting to dispute resolution, TRW provides comprehensive services that ensure project success while mitigating legal risks.
Land Water and Waste Management in Bangladesh: Addressing Key Challenges and Providing Legal Solutions
Introduction
Land management plays an essential role in fostering sustainable development, mitigating climate change, preserving biodiversity, and maintaining critical ecosystem services. As populations expand and industrial activities grow, managing land, water, and waste effectively becomes imperative for ensuring shared prosperity, environmental health, and socio-economic stability. In Bangladesh, challenges such as land degradation, deforestation, water scarcity, and biodiversity loss are prominent and necessitate robust legal frameworks and strategic interventions.
TRW Law Firm specializes in providing comprehensive legal services in land management, focusing on policy development, compliance, due diligence, and sustainable practices that align with national and international regulations.
Sustainable Land Management (SLM)
Sustainable land management (SLM) focuses on utilizing land resources in a manner that supports agricultural productivity, biodiversity conservation, and ecosystem resilience. For Bangladesh, with its high population density and vulnerability to climate change, SLM is pivotal for achieving long-term development goals.
Urbanization and Spatial Planning: With 60% of the global population expected to live in urban areas by 2030, integrated spatial planning is crucial to optimize resource allocation and prevent urban sprawl.
Climate Resilience: Improved land use practices, such as low-emission agriculture, agroforestry, and ecosystem restoration, can help bridge emissions gaps and build climate-resilient landscapes.
TRW’s Expertise in SLM
Developing sustainable land-use policies and strategies.
Conducting due diligence for projects involving land acquisition and resource use.
Advising on compliance with international conventions, including the Convention on Biological Diversity (CBD) and the Biosafety Protocol.
Legal Frameworks in Bangladesh for Land Management
Key Legislations
Property (Emergency) Acquisition Act, 1989: Enables the government to acquire land during emergencies, such as natural calamities, to mitigate risks like flooding and erosion.
Bangladesh Forestry Act, 1927: Protects reserved forests and penalizes unauthorized usage or destruction of forest resources. It also allows the government to assign forest management rights to local communities.
Bangladesh Biodiversity Act, 2017: Guides biodiversity conservation through National Biodiversity Strategy and Action Plans (NBSAPs), addressing threats like deforestation and habitat fragmentation.
Wildlife (Conservation and Security) Act, 2012: Focuses on preserving wildlife and biodiversity through a Wildlife Advisory Board, which includes experts on conservation.
Water Management
Water management is critical for sustaining ecosystems, agricultural productivity, and human well-being. However, Bangladesh faces significant challenges, including arsenic contamination, industrial pollution, and salinity intrusion, particularly in coastal regions.
Legal Instruments
Bangladesh Water Act, 2013: Allows the government to declare Water Stress Areas and establish water zone demarcations for industrial and agricultural purposes.
National Water Policy, 1999: Aims to ensure equitable water resource management and build institutional capacity for efficient water utilization.
Wetland Protection Act, 2000: Protects water bodies from degradation and promotes their restoration.
Challenges
Unregulated extraction of groundwater.
Industrial pollution affecting over 200 rivers.
Climate change-induced salinity and water scarcity.
TRW’s Services in Water Management
Conducting water resource assessments and compliance checks.
Advising on mitigation strategies for industrial and urban water use.
Assisting clients in obtaining necessary environmental clearances.
Solid Waste Management
Solid waste mismanagement poses severe risks to public health and the environment. Major urban centers in Bangladesh suffer from issues such as indiscriminate dumping, air pollution from waste burning, and contamination of water resources.
Categories of Waste
Residential Waste: Generated by households.
Industrial Waste: Produced by factories and industries.
Medical Waste: Includes hazardous materials from hospitals and clinics.
Construction and Demolition Waste: Originates from infrastructure projects.
Key Concerns
Release of methane from decomposing garbage, contributing to climate change.
Direct health risks to waste management workers.
Lack of proper disposal mechanisms for hazardous and medical waste.
TRW’s Expertise in Waste Management
Advising on waste classification and recycling options.
Conducting legal due diligence for projects requiring landfill use.
Assisting clients in obtaining permits for waste management operations.
Conservation of Biodiversity
Biodiversity is vital for ecological balance and human well-being. However, unplanned urbanization, overexploitation of natural resources, and pollution have led to biodiversity loss in Bangladesh.
International and National Efforts
Convention on International Trade in Endangered Species (CITES), 1973: Regulates wildlife trafficking to protect endangered species.
United Nations Convention on Biological Diversity (CBD), 1992: Establishes a global framework for biodiversity conservation and sustainable use.
Bangladesh Biodiversity Act, 2017: Aligns national conservation efforts with international commitments.
Climate Resilience Through Land Use
Land use plays a crucial role in mitigating climate change impacts and enhancing resilience. Sustainable practices, such as agroforestry and low-emission agriculture, can significantly reduce greenhouse gas emissions while supporting biodiversity.
TRW’s Contributions
Advising on carbon offset projects and ecosystem restoration.
Drafting policies for sustainable agricultural and forestry practices.
Supporting clients in integrating climate resilience into land management plans.
Achieving the Sustainable Development Goals (SDGs)
Effective land and water management directly contribute to achieving multiple SDGs, including:
SDG 6: Clean Water and Sanitation.
SDG 13: Climate Action.
SDG 15: Life on Land.
Comprehensive Legal Services Offered by TRW Law Firm
Service
Details
Policy Development
Drafting land use, water management, and biodiversity conservation policies.
Compliance Counseling
Ensuring adherence to national and international environmental laws.
Permit Negotiations
Assisting clients in obtaining environmental clearances and operational permits.
Due Diligence
Conducting comprehensive assessments for projects involving land, water, and waste management.
Mitigation Planning
Advising on risk mitigation strategies for sustainable resource use.
Conclusion
Land, water, and waste management are integral to sustainable development and environmental conservation. With a deep understanding of legal frameworks and industry practices, TRW Law Firm provides strategic guidance to businesses and organizations aiming to align their operations with sustainability goals. By addressing challenges and fostering compliance, TRW contributes to a future where economic growth and environmental preservation go hand in hand.
Due DiligenceShare Acquisition and Corporate Transactions: Comprehensive Expertise by TRW Law Firm
Introduction
Corporate transactions such as mergers and acquisitions (M&A), restructuring, share acquisition, and due diligence play a pivotal role in the growth and development of businesses. TRW Law Firm, a leader in corporate law and finance, has been at the forefront of these domains, providing strategic legal solutions tailored to clients’ needs. With an extensive portfolio that includes due diligence, corporate restructuring, and share allotment, TRW continues to serve multinational corporations (MNCs), local enterprises, and individual stakeholders with unparalleled expertise.
Due Diligence: A Cornerstone of M&A
Due diligence is a critical step in any corporate transaction. It ensures compliance, mitigates risks, and provides a clear picture of the target entity or asset. TRW Law Firm has conducted comprehensive due diligence across various industries.
Industrial and Land Records
Conducted detailed due diligence on land records and company documents for a Chinese MNC considering potential M&A opportunities in Bangladesh.
Evaluated records for SDS International Limited as part of an M&A transaction.
Corporate Entities and Transactions
Legal due diligence for over two dozen companies, ensuring accuracy and compliance with legal and regulatory frameworks.
Assisted in the due diligence for M&A activities between two entities of an international conglomerate in Bangladesh.
Mergers and Acquisitions (M&A): Legal Framework and Success Stories
M&A activities involve the complex integration of businesses, requiring precise legal documentation, negotiation, and regulatory compliance. TRW’s experience spans across industries, handling both domestic and cross-border transactions.
Key Highlights in Share Acquisition/Takeover
Textile Industry
Advised Fakir Fashion Limited on the acquisition of three adjacent garment and knitting factories. This included comprehensive due diligence and drafting of transaction documents.
Facilitated 100% share acquisition and takeover of Rancon Sweaters Ltd. for Saturn Textiles, navigating contingent tax liabilities and regulatory hurdles.
Garment and Leather Sector
Supported Saturn Textiles in the acquisition and takeover of Alfa Patterns (BD) Ltd., a ready-made garments company.
Assisted Leatherex Footwear Industries Ltd. in acquiring Scape E Moda Ltd. from B.Z. Moda (BD) Ltd.
Cross-Border M&A
Advised a major Japanese tobacco company on acquisitions within export processing zones in Bangladesh.
Supported a co-owner of GMS Composite in corporate restructuring and demerger initiatives.
Legal and Strategic Insights
Negotiated and prepared critical documents such as Share Purchase Agreements, Shareholder Agreements, and Escrow Agreements.
Ensured compliance with amended offshore indirect transfer rules to manage capital gains taxation effectively.
Corporate restructuring enables businesses to optimize resources, streamline operations, and resolve disputes. TRW has guided clients through a variety of restructuring scenarios.
Privatization and Lease
Assisted in a high-profile restructuring deal involving the privatization and lease of the Bangladesh Jute Mills Corporation (BJMC), a once-prominent exporter of jute.
Real Estate and Trust Boards
Advised clients on utilizing unused land and buildings for strategic gains.
Reconstituted the Board of Trustees for a renowned educational institution, ensuring compliance with regulatory and governance requirements.
Fishing and Leather Industries
Played a pivotal role in the restructuring of a major fishing company involving stakeholders like MARUHA NICHIRO CORPORATION and A.K. Khan & Company Ltd.
Guided a leather company through complex share dilution, reorganization, and compliance processes.
Share Allotment and Transfer
TRW excels in managing share allotments and transfers, ensuring seamless compliance with local and international regulations.
Redeemable Preference Shares
Advised multinational clients on the issuance and redemption of preference shares, considering foreign exchange regulations and cross-border remittances.
Share Transfer for MNCs
Supported share acquisition for a Hong Kong-based company, Vanessa Enterprise Ltd., ensuring regulatory and procedural compliance.
General Corporate Support
Assisted Ralph Lauren Corp. in the incorporation of its local subsidiary, Ralph Lauren Sourcing Ltd., and provided ongoing secretarial services.
From legal compliance to strategic advisory, TRW provides a comprehensive suite of corporate services.
Insolvency Law Reforms
Collaborated with Deloitte and BGMEA to propose reforms for Bangladesh’s insolvency laws, advocating for specialized tribunals and professionals to expedite resolutions.
Manufacturing Agreements
Structured innovative outsourcing agreements for a spinning mill, introducing concepts like capacity payment from the power sector to the RMG industry.
Tax and Trust Management
Assisted Itochu Corporation in establishing a gratuity deposit fund trust, securing tax exemptions.
Corporate Transactions Practice Guide
The Companies Act 1994 serves as the foundation for corporate activities in Bangladesh, encompassing company formation, M&A, share transfers, and more. TRW Law Firm’s holistic approach ensures clients navigate these complexities with ease.
Legal Due Diligence
Comprehensive reviews of company, land, tax, bank, police, and court records.
Drafting agreements and securing necessary approvals and filings.
M&A and Takeover
Expert handling of 100% share transfers in the garments and textiles sector, addressing labor issues and taxation post-transaction.
Capital Management
Assisting clients with raising or reducing capital, including the issuance of preference shares and filing with the Registrar of Joint Stock Companies and Firms.
Compliance and Disclosure
Supporting listed companies with potential ESG disclosures, preparing annual returns, and drafting resolutions for AGMs and EGMs.
Comprehensive Corporate Services
Service
Details
Due Diligence
Comprehensive checks across records for M&A and restructuring.
M&A Transactions
Handling share acquisitions, mergers, and takeovers with legal precision.
Corporate Restructuring
Strategic advice for reorganizations without liquidation or insolvency.
Share Allotments
Advising on issuing redeemable preference shares and compliance with forex regulations.
Corporate Advisory
Providing guidance on outsourcing, taxation, and trust management.
Compliance Support
Ensuring regulatory adherence, preparing returns, and managing corporate governance.
Conclusion
With unmatched expertise in due diligence, M&A, corporate restructuring, and advisory services, TRW Law Firm remains a trusted partner for businesses navigating complex corporate landscapes. By prioritizing strategic solutions and meticulous legal support, TRW ensures that its clients achieve their goals efficiently and effectively.
LC Payment and Commercial Dispute Resolution: Expertise in International Trade Law
Introduction
In the dynamic and complex domain of international trade, managing disputes related to letters of credit (LC), defective goods, and cross-border supply chain issues requires unparalleled expertise. TRW Law Firm has emerged as a key player in handling such disputes, offering tailored solutions and ensuring optimal outcomes for clients. With a proven track record in resolving LC payment disputes, addressing defective goods claims, and providing comprehensive commercial arbitration services, the firm continues to lead in the area of trade law and litigation.
LC Payment Disputes: Resolving Complexities with Precision
Letters of Credit play a pivotal role in facilitating international trade, but disputes arising from their execution can often lead to complex litigation. TRW Law Firm has successfully represented a variety of clients in LC-related disputes, showcasing expertise in resolving payment issues and addressing allegations of fraud.
Resolution of LC Payment for ITOCHU Chemical Frontier Corporation The firm assisted ITOCHU Chemical Frontier Corporation, a Japanese supplier, in recovering payments for chemical supplies. Through strategic legal action and mediation, several cases were withdrawn, and the LC payment was secured efficiently.
Court Victory in Fraud Allegations Against an MNC In a landmark case, TRW represented an MNC in a civil revision involving a stay on LC payment due to alleged fraud. The Honorable Court, upon evaluating the evidence, vacated the injunction and discharged the rule, affirming the unfounded nature of the fraud claim.
Recovery for How Are You Textiles Ltd. Representing this 100% foreign-owned Taiwanese company, TRW successfully recovered payments within six months by pursuing both civil and criminal cases. The dispute stemmed from a fraudulent LC-related transaction involving collusion between the buyer and the buyer’s bank.
Litigation Support for South East Bank Limited TRW provided robust legal support in LC payment-related disputes, particularly in the case of Rahul Computex vs. Fahami Apparels Ltd., ensuring favorable outcomes for the bank.
Successful Judgment for Hossain Dyeing and Printing Mills Limited TRW secured a decisive victory for Hossain Dyeing, a concern of Anwar Group of Industries, in recovering claims under a sales contract. The Honorable Court decreed monetary compensation, resolving years of contentious litigation.
Advisory for Malaysian Finance Company TRW advised a Malaysian finance firm on complex LC disputes involving fraudulent transactions and consignee responsibilities, navigating admiralty court proceedings effectively.
Bank Guarantees and Fraudulent Claims
TRW Law Firm excels in handling disputes involving bank guarantees. A notable case involved representing Khan Bahadur Group in a dispute over a fraudulent payment guarantee. The firm successfully resolved the issue, leading to the withdrawal of the fraudulent claim by the supplier.
Defective Goods and Supply Chain Disputes
Global supply chains often encounter issues related to defective goods and delayed payments. TRW has demonstrated expertise in resolving such disputes:
Collaboration with Allen & Gledhill LLP, Singapore: The firm advised CR3 on a supply dispute complicated by forex regulations and a dollar crisis. TRW negotiated a successful resolution while adhering to Bangladeshi laws.
Recovery for a Canadian Client: TRW assisted a Canadian client in reclaiming payments made for defective goods, ensuring justice through strategic legal intervention.
Industrial Sewing Machines Dispute: Representing an MNC, TRW secured outstanding payments for cross-border shipments of sewing machines, showcasing its expertise in trade finance.
Resolution for Lantabur Group: The firm handled a dispute involving defective fire detection systems, resolving compliance issues and securing client interests.
Complex Claims: Discounts and Supply Failures
TRW has provided tailored solutions for clients facing disputes over discount calculations and supply failures. Examples include:
Resolving Revenue Disputes for a 5-Star Hotel: TRW advised on revenue calculation methods to address differences with an international hotel chain.
Supply Failure Case for a Brunei Corporation: The firm facilitated dispute resolution involving payment delays and supply failures, achieving client satisfaction.
Shipping and Trade Documentation
Shipping disputes often hinge on the accuracy and legality of trade documentation. TRW’s expertise includes:
Central Bank Representation in Landmark Case: TRW successfully represented the Central Bank in Freight Management and Others vs. Bangladesh Bank, securing a judgment on the legality of House Bills of Lading.
Defending Importer Saturn Textiles Ltd.: The firm challenged a documentary fraud involving defective fabrics, obtaining an injunction on LC payment based on fraud allegations.
Practice Guide: Commercial Dispute Resolution
The complexities of international trade necessitate specialized legal expertise. TRW Law Firm provides comprehensive services to navigate these challenges effectively:
Fast-Track Summary Suits: TRW leverages summary suits to secure judgments efficiently in commercial matters involving negotiable instruments, saving clients significant time and resources.
Strategic Arbitration and Mediation: The firm’s alternative dispute resolution (ADR) strategies help clients avoid prolonged litigation while ensuring equitable outcomes.
Payment and Letter of Credit Challenges
Volatile markets, fluctuating currency rates, and shipping disruptions have escalated LC disputes. TRW advises on drafting robust sales contracts and proforma invoices to protect clients’ interests. The firm also helps exporters evaluate LC opening banks and adhere to compliance norms, mitigating risks effectively.
Freight Forwarding and Export Realization
TRW’s expertise in freight forwarding disputes and export realization ensures clients achieve timely resolutions. The firm has represented clients in cases involving freight charges, carrier responsibilities, and export proceeds, addressing regulatory challenges adeptly.
Comprehensive Services
TRW Law Firm’s Commercial Law Services Include:
Service
Details
LC Payment Recovery
Resolving disputes under sales contracts and proforma invoices.
Bank Guarantees
Addressing fraudulent claims and ensuring compliance with guarantee terms.
Defective Goods
Recovering payments and resolving disputes related to defective supply.
Arbitration and Mediation
Facilitating swift resolution of commercial disputes through ADR methods.
Trade Documentation
Ensuring compliance with shipping, customs, and international trade regulations.
Export Realization
Assisting exporters in recovering proceeds and addressing buyer insolvency issues.
Conclusion
With a commitment to delivering strategic and results-driven legal solutions, TRW Law Firm stands as a leader in LC payment disputes, commercial litigation, and international trade law. The firm’s proven expertise, combined with a client-focused approach, ensures businesses achieve optimal outcomes in their commercial endeavors.
M&A, Liquidation, Insolvency & Corporate Litigations: TRW Law Firm’s Expertise
Introduction
Since its inception, TRW Law Firm has been a trusted legal advisor for clients navigating the intricate realms of mergers and acquisitions (M&A), liquidation, insolvency, and corporate litigations. With over a decade of experience, TRW has not only facilitated successful corporate transactions but also represented clients in high-stakes litigation in Bangladesh’s Company and Bankruptcy Courts. Recognized by Chambers and Partners Asia Pacific Guide, TRW has established itself as a leader in corporate law, praised for its solution-oriented and client-centric approach.
TRW’s Excellence in Corporate Law and Litigation
TRW Law Firm has developed a reputation for delivering tailored solutions to clients facing complex corporate challenges. From advising on mergers and acquisitions to representing creditors and shareholders in bankruptcy proceedings, the firm’s comprehensive expertise ensures optimal outcomes for its clients.
Corporate Recognition and Achievements
Chambers and Partners, 2021–2024: TRW has been consecutively ranked for six years for Corporate & Finance.
Chambers and Partners, 2020: was ranked (Band II) for Corporate & Finance, commended as “knowledgeable and very cooperative.”
Legal 500, 2018: Praised for handling corporate transactions and finance, TRW is recognized as “responsible, responsive, and knowledgeable.”
Asialaw 2021: TRW was recommended for General Business Law, further solidifying its reputation as a leading corporate law firm.
Expertise in Mergers and Acquisitions (M&A)
M&A transactions are crucial for corporate growth, restructuring, and strategic realignment. TRW provides end-to-end legal services in this domain, ensuring compliance with regulatory frameworks and delivering seamless transaction support.
Key Achievements in M&A
Facilitated the merger of two companies within the Giant Group, enhancing operational efficiency and market reach.
Advised on the merger and acquisition of companies within the Crystal Group, ensuring regulatory compliance and protecting shareholder interests.
Conducted extensive due diligence for a garments company involved in a complex M&A transaction.
Assisted Coopers in a strategic merger and acquisition project, providing comprehensive legal and strategic support.
Demerger and Restructuring
TRW has also guided clients through demerger processes, helping companies split operations to achieve strategic independence. For instance, the firm advised a co-owner of a leading composite group on the legal and operational intricacies of demerging its business units.
Legal Insights on M&A
Under the amended taxation laws, shareholding requirements for amalgamation have been revised, allowing shareholders holding at least 75% of shares (previously 90%) in the amalgamating company to transition to the amalgamated entity. These changes have made M&A transactions more accessible, with capital gains on the transfer of capital assets now being tax-exempt under certain conditions.
Liquidation: Voluntary and Involuntary
Liquidation serves as a mechanism to wind up a company’s affairs, whether voluntarily by its shareholders or involuntarily due to insolvency. TRW has successfully represented both creditors and companies in these proceedings.
Involuntary Liquidation/Winding-Up
TRW’s notable involvements include:
Representing CR3 (Singapore) Pte. Ltd., alongside Allen & Gledhill LLP, in recovering dues through a creditor-initiated winding-up proceeding.
Advocating for UBICO in a liquidation proceeding against a financial institution filed by Bangladesh’s Central Bank.
Filing a winding-up petition for United Airways (BD) Ltd. on behalf of a Canadian engine supplier, recovering leased assets and unpaid rentals.
Handling the winding-up of NI Industries Ltd., ensuring equitable outcomes for creditors and stakeholders.
Voluntary Liquidation
For companies seeking to minimize liabilities, TRW has provided strategic advice on voluntary liquidation processes. For example:
Guided a local subsidiary of an Indian conglomerate through voluntary winding-up via the Registrar of Joint Stock Companies (RJSC).
Advised foreign branch offices on closing operations while complying with Bangladeshi corporate laws.
Bankruptcy and Corporate Insolvency
Bankruptcy and insolvency laws serve as critical tools for debt recovery and financial restructuring. TRW has played a pivotal role in modernizing these frameworks while representing clients in court proceedings.
Policy Contributions
In collaboration with Deloitte, TRW worked on a BGMEA-commissioned project to upgrade Bangladesh’s bankruptcy and insolvency laws. The project proposed introducing insolvency resolution mechanisms, specialized tribunals, and the inclusion of insolvency professionals to expedite processes.
Bankruptcy Litigation
TRW’s track record in bankruptcy litigation includes:
Initiating bankruptcy proceedings for MI Industries (India) Pvt. Ltd. against the Ha-meem Group, resulting in an out-of-court settlement.
Representing Blanko Moda, a foreign company, in bankruptcy proceedings under Bangladesh’s Bankruptcy Court.
Drafting demand notices under bankruptcy laws for international clients like PIPI & PUPU Di Labuschagne.
Insolvency Representation
For insolvent corporate entities, TRW provides strategic counsel to:
Secure court declarations of insolvency.
Develop payment schedules for creditors.
Assess and enhance commercial viability to ensure long-term sustainability.
Minority Protection and Shareholder Rights
Minority shareholders often face challenges in protecting their interests within corporate entities. TRW has extensive experience in representing minority shareholders in litigation, ensuring their rights are upheld.
Notable Cases
Represented minority shareholders of Impulse Hospitals Ltd. in litigation to secure equitable treatment.
Advocated for a minority shareholder in a dredging company, ensuring fair valuation and sale of shares.
Assisted a U.S.-based creditor, C&L Trading Co. Inc., in recovering dues from an insolvent Bangladeshi company.
Legal Strategies
Under Section 233 of the Companies Act 1994, TRW has successfully filed minority protection cases, enabling clients to recover fair value for their shares and protecting them from oppressive practices.
Corporate Litigation: A Comprehensive Approach
Corporate litigation encompasses a broad range of disputes, from breaches of shareholders’ agreements to challenges against regulatory actions. TRW’s seasoned litigators have achieved remarkable success in high-profile cases.
Key Litigation Examples
Successfully challenged the National Board of Revenue (NBR) for unlawfully locking the Business Identification Number (BIN) of a company, securing a favorable verdict.
Represented clients in suits for amending the object clause of companies like Apollo Ispat Complex Ltd. and Samorita Hospital Ltd.
Filed suits for declaration and enforcement of rights under shareholders’ agreements and articles of association.
Services Offered
Filing company matter suits for merger, amalgamation, and winding-up.
Representation in declaration suits for shareholder rights.
Advising on corporate resolutions, notice drafting, and annual returns filing.
Assisting in share transfer, acquisition, and takeover negotiations.
Practice Guide: Corporate Opportunities and Legal Challenges
Bangladesh’s rapid economic growth and evolving legal frameworks have created new corporate opportunities and challenges. TRW offers strategic insights to help businesses capitalize on these changes.
Emerging Trends
M&A Activities: The relaxation of shareholding requirements and tax exemptions has made mergers more attractive.
Technological Integration: Companies are leveraging AI and advanced technologies to streamline operations, necessitating robust legal frameworks.
Exit Strategies: Businesses affected by the pandemic are increasingly exploring voluntary liquidation to reduce costs.
Strategic Support
TRW conducts detailed legal due diligence to assess:
Financial health and operational viability for mergers or liquidation.
Tax implications and compliance requirements.
Risks associated with creditor claims and shareholder disputes.
Comprehensive Table of Services
Service
Details
Mergers & Acquisitions (M&A)
Legal support for mergers, demergers, and amalgamations
Liquidation
Voluntary and involuntary winding-up proceedings
Bankruptcy & Insolvency
Representation in bankruptcy courts and insolvency resolution
Minority Protection
Litigation to protect minority shareholder rights
Corporate Litigation
Disputes involving shareholder agreements, regulatory challenges, and corporate governance
Legal Due Diligence
Comprehensive analysis for M&A, restructuring, and liquidation
Policy Advisory
Contributions to modernizing insolvency and corporate laws
Conclusion
TRW Law Firm’s extensive expertise in M&A, liquidation, insolvency, and corporate litigation makes it a trusted partner for businesses navigating complex legal landscapes. With a commitment to client success and a proven track record of delivering results, TRW continues to set benchmarks in corporate law practice in Bangladesh. Whether representing creditors, shareholders, or corporate entities, TRW’s strategic and solution-driven approach ensures that clients achieve their business objectives with confidence.
