Our advice is informed by decades of experience working alongside the leading industry players in energy, life sciences, technology, financial services, private capital and more.
FDI, Inbound Investment, and Permits: TRW Law Firm’s Expertise
Foreign Direct Investment (FDI) plays a pivotal role in economic growth and industrial diversification. As Bangladesh attracts investors from around the world, TRW Law Firm has positioned itself as a premier partner for facilitating and navigating the complex processes of inbound investments and business setups. Our dedicated team combines expertise, experience, and efficiency to provide seamless services in setting up businesses, securing permits, and ensuring compliance with local regulations.
This article explores TRW’s comprehensive services and achievements in FDI, inbound investment, and permitting, demonstrating our commitment to fostering a favorable investment climate in Bangladesh.
Setting Up Businesses in Bangladesh
TRW Law Firm offers end-to-end services for setting up businesses, including incorporation, branch or liaison office registrations, and compliance management. Our team provides tailored advice based on the client’s business nature, goals, and legal requirements, making the firm a one-stop solution for investors.
Branch and Liaison Offices
Successfully assisted BIG W in amending its business activity registration with BIDA to expand its scope.
Supported a leading German solar panel manufacturer in incorporating a subsidiary in Bangladesh to capitalize on the country’s growing renewable energy market.
Managed the setup of liaison offices for companies like NEPC-1 and NEPC-3 for power and bridge construction projects.
Facilitated the establishment of branch offices for Chinese firms such as the First Engineering Bureau of Henan Water Conservancy for dam construction and engineering.
Commercial and Industrial Setups
Incorporated Ralph Lauren Sourcing Ltd, the local subsidiary of the US-based Ralph Lauren Corporation, enabling the company’s expansion in Bangladesh.
Assisted TBEA Co., Ltd., a Chinese manufacturer of power transformers, in setting up a business and conducting land due diligence.
Supported the establishment of agro-business ventures, including the formation of One Person Companies (OPCs) in compliance with local laws.
Investment-Related Legal Due Diligence
Legal due diligence ensures risk mitigation and informed decision-making for investors. TRW conducts comprehensive assessments covering taxation, land acquisition, and regulatory compliance.
Key Services
Land and Industrial Property
Conducted due diligence for a solar power company from Mauritius, assessing land suitability and compliance with environmental laws.
Assisted clients like Dharti Dredging & Infrastructure Limited in evaluating the legal risks of setting up dredging businesses in Bangladesh.
Corporate Transactions
Conducted due diligence on China Communications Construction Company Limited (CCCC) for its Bangladesh operations.
Evaluated the viability of joint ventures, including the partnership between a Bangladeshi group and Venol Motor Oil GmbH.
Special Zones
Conducted due diligence in Chittagong EPZ, Mongla SEZ, and other economic zones for potential investment in tobacco manufacturing and garments.
Guided clients through the incentives and legal requirements for investment in high-tech parks like BHTPA.
Permits, Work Visas, and Compliance
Foreign investors often face challenges in obtaining permits and visas for employees. TRW ensures swift and accurate processing of applications for work permits, business visas, and permanent residency.
Notable Achievements
Facilitated work permits and visa extensions for employees of companies like Uttara Foods & Feeds Pvt. Ltd. and Shakti Pumps (India) Ltd.
Assisted a US investor in repatriating proceeds from a joint venture investment in the toy manufacturing sector.
Advised on tax exemptions and compliance requirements for redeemable preference shares issued by multinational corporations.
Export Processing Zones (EPZs) and Special Economic Zones (SEZs)
Bangladesh’s EPZs and SEZs offer significant incentives for export-oriented businesses. TRW provides strategic advice and legal assistance to maximize these benefits.
Services in EPZs and SEZs
Advised a major Japanese tobacco company on investment options in Chittagong EPZ and Mongla SEZ, including repatriation and taxation.
Assisted a Hong Kong-based garment company in setting up operations in SEZs, including lease agreements and regulatory compliance.
Conducted a comparative analysis of incentives available across EPZs, SEZs, and high-tech parks for Surjin Tech Co., Ltd.
One-Stop Service for Business Setup
The One Stop Service Act allows investors to obtain permissions for utilities, trade licenses, and other services through a centralized system. TRW simplifies this process by liaising with authorities and ensuring that all requirements are met efficiently.
Key Services
Streamlined utility connections and permits for businesses setting up in EPZs and SEZs.
Managed land acquisition and lease negotiations for industrial projects, including legal due diligence and contract drafting.
Investment Opportunities in Emerging Sectors
Bangladesh’s growing economy offers lucrative opportunities in emerging sectors such as IT, renewable energy, and infrastructure. TRW actively supports clients in exploring and investing in these areas.
Notable Projects
Assisted a Russian and Lithuanian IT company in setting up operations in Bangladesh, leveraging local incentives for the tech industry.
Advised a US-based outsourcing firm in Texas on establishing a 100% foreign-owned subsidiary in Bangladesh.
Supported a Chinese firm in setting up a joint venture for LPG terminal development in Chittagong.
Practice Guide: Investment
TRW Law Firm’s expertise extends across all aspects of inbound investment, offering unparalleled support for international clients.
1. Investment Transactions
Structuring joint ventures and equity investments.
Drafting and negotiating share purchase agreements and other transaction documents.
2. Regulatory Compliance
Securing permits for trade licenses, tax exemptions, and environmental compliance.
Advising on FOREX regulations for profit repatriation and cross-border transactions.
3. Due Diligence
Conducting thorough checks on land, corporate, and tax records to minimize risks.
4. Special Zones
Providing strategic advice on the benefits and requirements of EPZs, SEZs, and high-tech parks.
5. Work Permits and Visas
Assisting with immigration formalities, including business visas, work permits, and permanent residency.
Notable Projects and Clients
Client
Sector
Service Provided
Ralph Lauren Sourcing Ltd.
Garments
Incorporation of local subsidiary
TBEA Co., Ltd.
Power & Energy
Business setup and land due diligence
NEPC-1 & NEPC-3
Engineering
Establishment of branch and liaison offices
Surjin Tech Co., Ltd.
Renewable Energy
Due diligence and business setup in SEZs
Venol Motor Oil GmbH
Automotive
Joint venture advisory
Conclusion
TRW Law Firm stands at the forefront of FDI facilitation and inbound investment advisory in Bangladesh. From navigating complex regulatory landscapes to providing tailored business solutions, TRW is committed to ensuring seamless and successful investments for its clients. With an unparalleled track record and deep expertise, TRW is the trusted legal partner for businesses aiming to thrive in Bangladesh’s dynamic market.
Insolvency, International Trade, and Cross-Border Legal Expertise: TRW Law Firm
As a leading legal institution, TRW Law Firm specializes in cross-border disputes, insolvency proceedings, and international trade advisory. With an extensive portfolio of high-profile cases and projects, TRW provides strategic legal solutions tailored to meet the unique demands of global commerce and finance.
This article explores TRW’s expertise in insolvency law, international trade, and cross-border legal matters, highlighting the firm’s pivotal role in these sectors.
Insolvency and Cross-Border Insolvency
Insolvency law governs the financial restructuring or liquidation of entities unable to meet their financial obligations. TRW’s deep understanding of cross-border insolvency is reflected in its handling of complex cases spanning multiple jurisdictions.
Key Case Studies
Recovery from a Polish Garment Retailer
Advised a Bangladeshi creditor in recovering dues from a garment retail company in Poland declared bankrupt by a Polish insolvency court.
Provided strategic guidance on navigating foreign insolvency laws to secure the client’s interests.
Italian Joint Venture Exit
Assisted a leading leather company in addressing cross-border insolvency issues involving an Italian joint venture partner.
Crafted tailored solutions to enable a smooth exit while minimizing financial and legal exposure.
Bankruptcy Proceedings in Bangladesh
Represented MI Industries Pvt. Ltd. (India) in initiating bankruptcy proceedings against Ha-Meem Group (Bangladesh), resulting in a successful out-of-court settlement.
Key Insights on Cross-Border Insolvency
Cross-border insolvency laws require close coordination between jurisdictions, particularly under frameworks like the UNCITRAL Model Law on Cross-Border Insolvency.
TRW ensures seamless execution by addressing jurisdictional conflicts, asset recovery, and creditor protection.
International Trade and Dispute Resolution
Global trade involves intricate legal and regulatory frameworks. TRW provides end-to-end advisory and litigation support in international trade, including trade finance, customs compliance, and cross-border disputes.
Highlighted Achievements
Fraudulent Cargo Delivery
Assisted a Bangladeshi client in recovering losses caused by fraudulent delivery of international cargo.
Initiated legal proceedings in the country of origin to secure compensation for damages.
Forex and Market Regulations
Partnered with Allen & Gledhill LLP (Singapore) to resolve payment disputes arising from foreign exchange regulations and dollar market crises.
Successfully negotiated settlements, leveraging Bangladeshi legal frameworks to resolve disputes.
Shipping Advisory for A.P. Moller Maersk Line
Advised on shipping terms, foreign exchange regulations, and cargo discharge protocols across South Asia.
Contributed to policy frameworks benefiting Bangladesh, India, and Pakistan.
Merger & Acquisition (M&A) Expertise
TRW excels in providing legal services for global mergers and acquisitions, ensuring compliance with local and international regulations.
Significant M&A Transactions
Takeover of Oriental Container Line
Facilitated the acquisition of Oriental Container Line by OOCL (Hong Kong).
Drafted agreements and ensured compliance with Bangladeshi laws for a seamless takeover.
Technology Sector Investment
Assisted IQ Option Europe in navigating Bangladesh’s foreign exchange and IT regulations.
Addressed legal issues in mobile application transactions targeting global retail clients.
Backstop Liquidity Facility
Conducted due diligence for LDA Capital, ensuring compliance with Bangladesh’s securities laws.
Negotiated terms for a complex investment involving a listed company.
International Banking and Finance
TRW provides comprehensive legal advisory for international banking, focusing on trade finance, foreign lending, and compliance.
Banking Milestones
Foreign Loans and Approvals
Secured BIDA approval for local clients to access foreign loans amidst dollar market challenges.
Drafted loan agreements and perfected security documentation.
Climate Finance
Conducted due diligence for the European Investment Bank on compliance with climate finance guidelines.
Addressed legal aspects of loans linked to climate change projects.
International Factoring
Advised a global lender on international trade finance, factoring claims, and litigation strategies.
Forex Regulations and Compliance
Navigating Bangladesh’s foreign exchange regulations is critical for multinational corporations and local entities engaged in cross-border transactions. TRW offers expert counsel in this area.
Forex-Related Services
Expatriate Salary Compliance: Assisted clients like Li & Fung in structuring expat salary remittance frameworks compliant with Bangladeshi laws.
Agency Payments: Provided solutions for agency law compliance and freight remittance disputes.
Profit Repatriation: Guided software companies in repatriating profits while adhering to forex regulations.
Practice Guide: Cross-Border Legal Matters
1. International Trade
Disputes arising from international trade often involve cargo misdelivery, defective goods, or payment defaults. TRW mitigates risks by vetting trade documents and offering preemptive legal solutions.
2. Insolvency
Cross-border insolvency cases require balancing local and international laws. TRW excels in creditor protection, asset recovery, and legal representation in insolvency courts worldwide.
3. Banking and Finance
TRW provides legal due diligence for foreign loans, ensuring compliance with Bangladesh’s FOREX Act and BIDA regulations.
4. Shipping
The firm’s shipping expertise covers disputes over cargo weight, quality, and delivery conditions. TRW also assists in drafting bills of lading and addressing customs compliance.
5. Information Technology
TRW supports IT firms in data privacy compliance, IP protection, and international e-commerce regulations.
Notable Cross-Border Projects
Client
Sector
Service Provided
MI Industries Pvt. Ltd.
Garments
Bankruptcy proceedings against Ha-Meem Group
IQ Option Europe
Technology
Compliance with forex rules for global app transactions
A.P. Moller Maersk Line
Shipping
Advisory on cargo discharge and forex regulations
European Investment Bank
Finance
Due diligence for climate finance compliance
Oriental Container Line
Logistics
M&A advisory for global takeover by OOCL
Conclusion
TRW Law Firm is a pioneer in cross-border legal services, combining in-depth local knowledge with global expertise. From international trade disputes to complex insolvency cases, TRW provides tailored legal solutions to clients navigating the challenges of global commerce. With a proven track record in banking, finance, and M&A, TRW is the trusted partner for businesses seeking strategic legal support in Bangladesh and beyond.
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.
