Agentic AI and Liability in Bangladesh

by Tahmidur Remura Wahid | Apr 9, 2026 | Uncategorized

Agentic AI and Liability: What Businesses in Bangladesh Need to Know Before Deployment

Artificial intelligence is no longer confined to drafting text, answering prompts, or summarising documents. A more consequential class of systems is now entering real business operations: agentic AI. These systems do not merely recommend. They act. They can send messages, trigger workflows, access databases, negotiate with vendors, route approvals, generate and deploy code, and in some cases move money or alter records with limited or no human intervention. That change in operational authority creates a corresponding change in legal exposure.

For businesses in Bangladesh, this development matters immediately. Financial institutions, telecom operators, startups, e-commerce platforms, manufacturers, logistics companies, and large corporate groups are all exploring AI-assisted or AI-driven automation. The commercial benefits are obvious. Costs may fall. Response times may improve. Customer handling may become faster. Procurement, compliance, HR screening, and internal reporting may become more efficient. But as soon as a system is empowered to act independently within a business environment, the legal analysis changes.

That is the central problem. Most legal and contractual frameworks were designed for software that was passive and predictable. Agentic AI is neither. It introduces autonomy, adaptive conduct, and decision-making within complex business environments that cannot be fully reduced to simple rule-based programming. When that system causes harm, the most exposed party is often not the developer, but the business that deployed it.

Tahmidur Remura Wahid (TRW) Law Firm views this as one of the most important emerging risk areas for companies operating in Bangladesh and across borders. The issue is not only whether AI is useful. The issue is whether your organisation can deploy it in a manner that is contractually protected, technically bounded, operationally supervised, and legally defensible.

Why agentic AI is different from ordinary AI tools

Many organisations use AI today without stepping into full agentic deployment. A chatbot that drafts an email, a model that summarises a contract, or a tool that proposes a due diligence checklist may create errors, but it normally does not itself change the outside world. A human still decides what to do next.

Agentic AI is different because it is built to pursue a goal and execute a sequence of actions in order to achieve that goal. In the source article, the authors distinguish between three broad levels: AI assistants, AI agents, and fully agentic AI systems. Assistants are reactive. They respond to instructions and produce outputs for humans to review. AI agents operate with more independence and can act through external tools or interfaces. Agentic AI represents the highest level, where reasoning, memory, and autonomous decision-making are combined to manage multi-step workflows with minimal human involvement.

A useful legal definition offered in the source text is this: an AI agent is a software system that, after receiving a high-level objective from a human principal, autonomously selects and executes a sequence of external actions through tools, APIs, or system privileges, and adapts those actions based on feedback, without requiring human approval at each step.

That definition matters because it focuses on function rather than branding. It does not matter whether a vendor calls its product a copilot, orchestrator, assistant, platform, or digital worker. The legal question is simpler. Can the system act? Can it decide how to act? Can it continue acting without stepwise approval? If the answer to those questions is yes, the system is functionally agentic and the organisation should treat it as such from a governance and liability perspective.

The legal turning point: from recommendation to delegated discretion

The most important legal shift occurs when the business delegates judgment rather than mere execution. Traditional software follows a script. A procurement system may be programmed to reject invoices above a certain threshold. A payment system may require matching fields before processing. The logic is explicit.

An agentic system, by contrast, may receive an instruction such as “reduce Q3 procurement costs” or “clear low-risk customer complaints within policy” and decide for itself which suppliers to contact, which terms to propose, which information to retrieve, which databases to consult, and which messages to send. That is delegated discretion. And once discretion exists, the business must confront the reality that it cannot fully predict every intermediate step the system may take.

This is why liability becomes difficult. The organisation may not have intended the specific harmful act, yet it created the framework in which the system was permitted to act. From a regulator’s, counterparty’s, or claimant’s perspective, that often makes the deployer the natural target.

What is excluded from agentic AI, and why that matters

The source article also usefully explains what should not be confused with agentic AI.

The first excluded category is recommendation-only systems. These tools may influence decisions, but they do not operate external systems directly. A human remains the decision-maker.

The second is rule-based automation. A static script or decision tree may execute external actions, but it usually does not infer its own plan from a broad objective or adjust its strategy in an open-ended environment.

The third is human-in-the-loop execution at every step. If every consequential action requires human approval, the system resembles an assistant with execution features rather than a genuinely agentic system. The risk profile is very different when humans approve each step instead of merely auditing after the fact.

This distinction is highly practical for businesses in Bangladesh. Many companies wrongly assume they are “safe” because a human supervisor exists somewhere in the workflow. But the real question is whether that human meaningfully approves each consequential step, or whether the human is simply reviewing reports after the system has already acted.

The role of the harness, scaffolding, and orchestration layer

One of the strongest insights in the source article is that agency does not arise from the model alone. It is engineered through the surrounding scaffolding or harness. That scaffolding determines whether the system can plan, remember, call tools, access APIs, use credentials, interact with internal systems, and continue operating across multiple steps.

This point has direct legal importance. Two companies may use the same underlying AI model, but their legal exposure may be radically different. One may use the model in read-only mode to summarise internal policies. Another may connect it to ERP systems, payment rails, customer communication channels, and document repositories with write permissions. The first may face low operational exposure. The second may face substantial financial, regulatory, privacy, and reputational risk.

The source article identifies several key components of the harness:

Planning and execution logic, which creates the loop of interpreting objectives, selecting the next action, invoking tools, and adjusting behaviour based on results.

Tool connections and adapters, which give the system the ability to act in the world through APIs, databases, email systems, browsers, payment services, and enterprise platforms.

Memory and context management, which determine what the system remembers and uses in subsequent decisions.

Constraints, permissions, and gating, which define which tools are available, whether the credentials are read-only or write-enabled, and when human approval is required.

Monitoring, limits, and stop conditions, which can impose cost limits, anomaly detection, confidence thresholds, circuit breakers, and policy-triggered shutdowns.

For legal counsel, this means liability analysis cannot be done at the level of marketing claims. It must be done at the deployment level. The scope of permissions, system connectivity, and approval architecture will usually determine where risk actually sits.

The first liability scenario: harm caused to the deployer itself

A major point made in the article is that when an AI agent causes damage, the deploying business often bears the loss itself. This may include lost profits from mispricing, financial harm caused by incorrect transaction handling, reputational damage from faulty communications, regulatory penalties arising from non-compliance, customer loss, or data loss caused by destructive code or system errors.

In theory, the business may look to the software supplier for indemnity or damages. In practice, many technology contracts sharply limit those remedies. Suppliers frequently disclaim warranties relating to accuracy, fitness for purpose, and reliability. Many contracts exclude consequential or indirect losses, which often include the very losses most likely to matter in an AI failure scenario. Some terms even expressly state that outputs should not be relied upon. In the agentic context, the article notes that this disclaimer logic effectively extends to the system’s actions inside the deployer’s own environment.

This is a critical commercial lesson for Bangladeshi companies signing AI vendor agreements. If the platform is purchased off the shelf and deployed into sensitive workflows without negotiated protection, the business may discover too late that it has assumed most of the downside risk while the vendor has capped or excluded its own exposure.

From a Bangladesh perspective, this may become particularly serious in regulated sectors such as banking, NBFIs, telecom, health services, education, logistics, or e-commerce, where a defective or unbounded agent may trigger not only private financial loss but also scrutiny from sectoral regulators, data authorities, tax authorities, or courts.

The second liability scenario: claims by third parties

The source article also emphasises that agentic AI may harm third parties, not merely the deploying organisation. Examples include biased applicant screening, misleading statements to customers, unlawful use of personal data, and infringement of intellectual property rights.

In those circumstances, the third party usually sues or complains against the deployer, not the model vendor. That is because the deployer is the visible business actor that used the system, integrated it into operations, benefited commercially from it, and permitted it to interact with the outside world.

This issue becomes even more complex when multiple AI systems interact. An organisation may use one vendor’s model, another vendor’s orchestration layer, internal tools from its own IT department, and external APIs from third-party providers. If harm emerges from this combined ecosystem, tracing fault becomes difficult. Yet legal responsibility does not disappear merely because causation is technically complicated.

For businesses in Bangladesh, this is especially relevant in four recurring areas.

The first is customer-facing communication. If an AI agent sends misleading, inaccurate, or non-compliant representations to consumers or business clients, the company may face claims based on contract, negligence, misrepresentation, unfair trade practices, or sector-specific compliance obligations.

The second is employment and HR. If AI-driven screening systems reject candidates unfairly or inconsistently, companies may face reputational harm, discrimination-related claims, or internal governance issues.

The third is privacy and data handling. If an AI agent accesses or processes personal data beyond the authorised purpose, or leaks such data through prompts, external tools, or integrated systems, the deployer may face legal and regulatory consequences.

The fourth is intellectual property. If an agent produces, sends, stores, or deploys content that infringes copyright, reveals confidential information, or improperly uses third-party proprietary materials, the deployer may again be the first defendant.

Why explainability and oversight are becoming legal necessities

The article points out a practical reality that many businesses ignore until a crisis occurs: when something goes wrong, the deployer must explain the system’s conduct to regulators, auditors, customers, or courts. Yet doing so may be extremely difficult where the agent operated through multiple steps, changing plans dynamically in response to feedback, retrieved information, or error states.

This creates a dangerous gap. Businesses are expected to justify outcomes, but the underlying systems may be opaque or only partially traceable. The source text notes that some legal regimes already place transparency and explainability obligations on deployers, including under frameworks such as the GDPR and the EU AI Act.

Even where Bangladesh-specific AI legislation remains underdeveloped, the broader legal logic still applies. If a company cannot explain who configured the system, what authority it had, which data it could access, which actions it took, and why it was not stopped sooner, that weakness may undermine its defence in civil, regulatory, employment, banking, corporate governance, or consumer protection contexts.

This is why governance cannot be postponed until after deployment. It must be built before launch.

A practical governance model: “know your agent”

One of the most useful parts of the source article is its governance framework, described as a “know your agent” approach. The idea is straightforward. Before launching an AI agent, a business must understand what mandate it has, what risks may arise during its lifecycle, what contractual protections exist, and what technical and organisational controls are needed.

For TRW Law Firm, this should be understood as a legal and operational due diligence exercise. The business should not ask only whether the system works. It should ask whether the deployment is legally survivable.

1. Risk assessment and contractual review

Before deployment, the company should identify the worst-case scenarios. What is the maximum harm the system could cause if it misfires? Could it expose confidential information? Could it send binding communications? Could it alter pricing? Could it trigger payments? Could it delete records? Could it produce unlawful customer communications? Could it improperly use personal data?

The source article recommends carrying out a risk assessment, quantifying potential liability exposure, checking whether the contract adequately addresses those risks, and stress-testing the workflows in which the agent may act autonomously.

For Bangladesh-based businesses, this stage should involve legal review of:

Vendor limitations of liability

Consequential loss exclusions

Indemnity scope

Service levels for incidents

Change-control rights for model or system updates

Audit and information rights

Security obligations

Data use and retention terms

Subcontracting rights

Termination rights if the model materially changes

If these issues are not negotiated early, the deployer may end up with minimal contractual recourse.

2. Technical controls and access governance

Once the risk is understood, the business must technically constrain the agent. This is not merely an IT exercise. It is a legal control architecture.

The source article recommends limiting the AI agent’s authority, implementing human-in-the-loop review for high-impact decisions, documenting approvals, preventing access to sensitive systems and critical data files, limiting personal data access according to purpose limitation and data minimisation, mapping all internal and external systems the agent can access, and clearly defining which decisions require human authorisation.

In practical terms, this means:

Read-only access should be the default unless strong justification exists.

Sensitive actions should require stepwise human approval.

Irreversible actions should be blocked or heavily gated.

Transaction caps should be hard-coded.

API scopes should be tightly limited.

Credentials should follow least-privilege architecture.

Testing environments should be separated from live systems.

All high-risk actions should be logged with timestamps and identity trails.

These are not optional enhancements. They are core defensibility measures.

3. Organisational governance and ongoing oversight

The article makes clear that technical controls alone are insufficient. Businesses also need internal ownership, trained staff, incident escalation procedures, monitoring, audit processes, and documented allocation of responsibilities.

From a board and management perspective, a minimum governance structure should answer the following questions:

Who approved deployment of the agent?

Who configured it?

Who monitors it daily?

Who reviews incidents?

Who signs off on scope changes?

Who has authority to suspend or terminate the system?

Which committee or executive function receives periodic reports?

How are lessons from failures captured and implemented?

If no one inside the organisation owns these questions, that itself is a governance failure.

The ten immediate priorities for businesses deploying agentic AI

The appendix to the source article offers a condensed checklist of ten priorities that any organisation deploying agentic AI should address. These include authority boundaries, governance controls, monitoring and audit, vendor contracting, cybersecurity posture, intellectual property and confidentiality controls, records and retention, eDiscovery readiness, jurisdictional mapping, and incident response.

Those ten points can be translated into a practical boardroom framework for Bangladeshi and cross-border businesses.

First, define the maximum authority of each agent and make sure technical limits match the written policy.

Second, create pre-deployment risk reviews, testing standards, and override rights for consequential decisions.

Third, implement real-time monitoring and maintain audit logs that are secure, time-stamped, and usable in investigations.

Fourth, negotiate AI-specific clauses in vendor contracts rather than relying on generic software terms.

Fifth, treat AI agents as potential internal threat actors from a cybersecurity perspective.

Sixth, screen outputs for IP, confidentiality, and data leakage risk.

Seventh, preserve records in line with litigation, regulatory, and business requirements.

Eighth, assume that logs may become discoverable in disputes and build logging strategy accordingly.

Ninth, map every jurisdiction where the agent’s actions have legal effect, not merely where the servers are located.

Tenth, create agent-specific incident response playbooks, including shutdown powers, root-cause review, legal privilege strategy, regulator communication, and customer communication.

That checklist is more than compliance housekeeping. It is the foundation of responsible deployment.

What this means for Bangladesh-based companies today

Many companies in Bangladesh are already using AI in fragments, even if they do not call it agentic AI. Internal support tools, automated customer handling, workflow routing, contract summarisation, candidate screening, reporting, procurement support, and finance operations are all likely entry points.

The risk is that organisations treat these systems as ordinary IT tools when they are actually becoming semi-autonomous business actors. Once that happens, the company must update how it contracts, supervises, documents, and controls them.

In the Bangladesh context, this has implications for corporate governance, banking and financial operations, employment processes, privacy handling, commercial contracting, internal controls, litigation preparedness, and regulatory engagement. It also matters for multinational groups using Bangladesh operations as part of a wider data, service, or decision chain.

A company that deploys agentic AI without governance is not simply innovating. It is assuming unseen legal risk.

How TRW Law Firm can assist

For businesses considering AI-enabled workflow automation or agentic deployment, legal review should occur before the system is connected to sensitive environments. In many cases, the most useful intervention is not abstract legal theory but practical structuring.

Tahmidur Remura Wahid (TRW) Law Firm can assist with:

AI deployment risk assessments

Vendor contract review and negotiation

Liability allocation analysis

Data protection and confidentiality controls

Governance framework design

Approval matrix and escalation architecture

Cross-border regulatory mapping

Incident response preparedness

Board and management advisory support

Internal policy and training material preparation

The legal objective is not to stop innovation. It is to ensure that the organisation remains in control of the innovation it deploys.

Commercial Court Ordinance 2026 in Bangladesh: What It Changes for Business Disputes, Investors, Banks, and Commercial Litigation

by Tahmidur Remura Wahid | Apr 4, 2026 | Uncategorized

Commercial Court Ordinance 2026 in Bangladesh

Commercial Court Ordinance 2026 in Bangladesh: What It Changes for Business Disputes, Investors, Banks, and Commercial Litigation

Bangladesh’s Commercial Court Ordinance, 2026 is one of the most consequential judicial reforms for business litigation in recent years. Issued as Ordinance No. 01 of 2026 and published in the government gazette on 1 January 2026, it creates a specialized commercial-court framework designed to separate high-value and business-sensitive disputes from the ordinary civil docket. The reform was introduced against a long-standing background of delay, procedural congestion, and limited specialization in conventional civil courts. 

At Tahmidur Remura Wahid (TRW) Law Firm, we view the Ordinance as a major structural development for Bangladesh’s investment climate and litigation architecture. Properly implemented, it can reduce delay, improve consistency, promote commercially informed judging, and make court-based dispute resolution more realistic for businesses that cannot always afford arbitration. Poorly implemented, however, it could become another promising reform constrained by uneven infrastructure, training gaps, and transitional confusion. That balance between promise and execution is where the real legal conversation lies. 

Why Bangladesh moved toward specialized commercial courts

For years, commercial disputes in Bangladesh were generally routed through the broader civil court system, where they competed for time and attention with land disputes, family matters, general money suits, and a wide range of ordinary civil proceedings. That system was never designed to handle the speed, document intensity, technical complexity, and transactional urgency associated with modern banking, infrastructure, shareholder, IP, technology, and cross-border business disputes. The Ordinance responds directly to that institutional mismatch. 

The reform also fits a broader policy objective. Public statements around the Ordinance repeatedly linked it to contract enforcement, investor confidence, post-LDC competitiveness, and Bangladesh’s broader effort to present itself as a more reliable jurisdiction for doing business. UNDP-supported work and government messaging before and after the Ordinance both emphasized the connection between timely commercial dispute resolution and a stronger investment climate. 

What the Ordinance actually establishes

The Ordinance provides for the establishment of Commercial Courts across Bangladesh, with the number of courts and their territorial jurisdiction to be determined by the appropriate authority in consultation with the Supreme Court. It also provides for Commercial Appellate Benches in the High Court Division, to be constituted by the Chief Justice for hearing appeals and revision petitions arising from Commercial Court decisions. Judges are to be appointed from among District Judges and Additional District Judges, with preference for those having advanced qualifications in commercial law or experience in adjudicating commercial disputes. 

That institutional design matters. It signals that commercial justice is no longer being treated as a mere subset of general civil adjudication. Instead, the reform recognizes that business disputes often require different forms of judicial management, including sector familiarity, faster scheduling discipline, and greater comfort with commercial documentation, finance structures, and technically layered pleadings. This specialization is one of the Ordinance’s strongest features. 

The scope of “commercial disputes” is intentionally broad

One of the Ordinance’s most important features is the breadth of disputes it brings within the commercial-court umbrella. Reporting on the Ordinance and summaries based on the gazette indicate that the framework covers at least 24 categoriesof commercial disputes. These include matters involving banks, financial institutions, insurance, export-import transactions, transport of goods, construction and infrastructure contracts, joint ventures, subscription and investment contracts, franchise agreements, intellectual property issues, and disputes relating to the use of minerals, gas, natural resources, and even spectrum-like commercial rights. 

That broad jurisdiction is significant for two reasons. First, it reflects modern commerce as it actually operates, rather than confining “commercial” litigation to old-style mercantile claims. Second, it may reduce fragmentation. When a dispute touches finance, investment, contracts, technology, and regulatory interfaces at the same time, businesses benefit from a forum that is expressly designed to absorb that complexity rather than treat it as an awkward variation of ordinary civil litigation. 

The real attraction: speed and case management

The most widely discussed feature of the Ordinance is its emphasis on time-bound adjudication. The Commercial Courts are expected to conclude the trial of a dispute within 90 days from the date fixed for final hearing. Reporting and legal summaries also indicate a procedural structure built around limited adjournments, stricter pleading timelines, pre-suit mediation, and case management tools aimed at preventing the drift and delay that have historically burdened civil litigation. 

This matters enormously in practice. Commercial disputes are often not valuable merely because of the amount at stake. They are valuable because delay itself can destroy value. A dispute over a supply agreement, a shareholder breakdown, a project delay, a financing default, or an IP infringement can become commercially meaningless if resolved only after years of litigation. By pushing courts toward a managed and deadline-driven structure, the Ordinance tries to preserve the economic utility of judicial relief. 

Why this is especially important for SMEs

Large multinationals and some major domestic players can turn to arbitration, expert determination, or heavily lawyered negotiated settlements. Small and medium-sized enterprises usually cannot. For many Bangladeshi businesses, the ordinary civil court was too slow, while arbitration could be too expensive, too document-heavy, or too strategically unequal. A functioning commercial-court regime could therefore be particularly valuable for SMEs, because it offers a court-supervised dispute pathway that is supposed to be faster and more commercially responsive than traditional litigation, without necessarily imposing the upfront private costs associated with arbitration. 

That is one reason this Ordinance should not be understood only through the lens of foreign investment. Its domestic significance may be just as important. If smaller Bangladeshi businesses begin to believe that contracts can be enforced within a commercially meaningful timeframe, business planning, credit confidence, and transactional discipline can all improve.

How the Ordinance may affect banks, insurers, and financial institutions

Banks and financial institutions are likely to be among the most frequent users of the new system. Reporting on the Ordinance specifically mentions disputes involving banks, financial institutions, and insurance as part of the core commercial-dispute basket. That could reshape litigation strategy for recovery matters, interpretation disputes, structured transactions, security-related conflicts, and complex documentation claims. 

For financial actors, speed is not just a convenience. It affects provisioning, recoverability, balance-sheet certainty, and regulatory comfort. A more reliable commercial-court structure could therefore improve not only dispute resolution outcomes, but also the broader risk environment around lending, investment, and trade documentation. That said, the benefits will depend on how well judges handle technical financial instruments and layered commercial records. Without sufficient training, the promise of specialization could remain only nominal. 

The appellate structure could improve doctrinal consistency

The creation of one or more Commercial Appellate Benches in the High Court Division is another major strength of the Ordinance. Specialized appellate supervision may gradually produce more coherent jurisprudence on recurring commercial issues such as contractual interpretation, interim relief, shareholder conduct, banking instruments, project risk allocation, and cross-border commercial obligations. 

That consistency is critical for investment confidence. Businesses do not need courts to decide every case in favor of commerce. They need courts to decide cases predictably, competently, and in a way that makes transactional risk measurable. Over time, the commercial appellate structure could help move Bangladesh closer to that kind of judicial predictability.

Technology and modern commercial procedure

Legal summaries of the Ordinance indicate that it was framed with a more modern procedural philosophy than ordinary civil practice, including technology-enabled case handling and compatibility with virtual hearing mechanisms under the Use of Information and Communication Technology by Courts Act, 2020. Commentary on the Ordinance also points to an emphasis on more disciplined filing, clearer procedural rules, and modernized case flow. 

This is particularly relevant for commercial litigation because business disputes are often document-heavy, geographically dispersed, and time-sensitive. Electronic records, digital service, and virtual procedural steps can significantly reduce friction, especially where parties, witnesses, or commercial records are spread across multiple districts or jurisdictions.

Where the Ordinance could face difficulty

The Ordinance is ambitious, but it will be tested on implementation. Several practical challenges are immediately visible.

Judicial capacity and training

The law prefers judges with advanced qualifications or experience in commercial disputes. That is positive, but Bangladesh still needs a sufficient pool of judges who are genuinely comfortable with complex financial documents, shareholder structures, regulatory overlaps, infrastructure contracts, insurance frameworks, and IP-commercial intersections. Training cannot be ceremonial. It must be technical, repeated, and sector-aware. 

Court infrastructure

A fast-track commercial process requires more than legal text. It requires courtroom capacity, filing systems, scheduling discipline, staff competence, digital support, and reliable cause-list management. If the courts are created on paper but not operationally equipped, delay may simply reappear inside a new institutional label. Commentary on the reform has already noted the importance of technology enablement and adequate infrastructure. 

Transition from ordinary civil courts

There may also be transitional issues involving pending cases, forum allocation, jurisdictional objections, and overlap with existing civil proceedings. Unless transfer rules and coordination practices are handled carefully, litigants may face preliminary battles over where exactly a dispute belongs instead of moving quickly into resolution.

Uniformity across the country

Because the Ordinance contemplates courts across Bangladesh, uneven regional implementation is a real concern. A strong commercial-court practice in Dhaka but weak or inconsistent operation elsewhere could undermine the promise of a nationally reliable business dispute system.

What this means for foreign investors

Foreign investors and development partners generally look for three things in court-based commercial justice: speed, competence, and predictability. The Ordinance is clearly designed to improve all three. Public policy statements around the reform explicitly connected it to Bangladesh’s readiness for investment, global commercial engagement, and post-LDC competitiveness. 

Still, investors will judge the reform by performance, not announcement. They will ask practical questions: How fast are injunctions heard? Are judges commercially literate? Are adjournment limits actually enforced? Are appeals resolved efficiently? Do courts manage technically complex evidence well? Can foreign parties navigate the process without undue procedural uncertainty? Those answers will determine whether the Ordinance becomes a true institutional asset.

TRW Law Firm’s view

At Tahmidur Remura Wahid (TRW) Law Firm, we consider the Commercial Court Ordinance, 2026 a welcome and overdue reform. Bangladesh has needed a specialized commercial forum for years. The ordinary civil justice system, however important, was not built to handle the full demands of modern banking disputes, joint venture breakdowns, high-value contract claims, investor conflicts, infrastructure litigation, and business-sensitive interim relief.

The Ordinance’s strongest features are its specialization, broad commercial scope, 90-day post-final-hearing target, appellate bench structure, and managed-procedure orientation. These elements, taken together, have the capacity to reshape commercial enforcement in Bangladesh.

But the Ordinance should not be romanticized. It will succeed only if the State invests in trained judges, procedural discipline, technology, and consistent administration. Commercial justice is not created by naming a court “commercial.” It is created by making that court capable, trusted, and efficient.

For businesses, the message is clear: the litigation environment in Bangladesh is changing. Contracts, dispute clauses, enforcement strategy, and forum analysis should now be reviewed in light of the new commercial-court architecture.

Summary table

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Indigenous Peoples’ Rights in Bangladesh

by Tahmidur Remura Wahid | Apr 3, 2026 | Uncategorized

Indigenous Peoples’ Rights in Bangladesh and the Unfinished Constitutional Promise of the Chittagong Hill Tracts

The question of Indigenous Peoples’ rights in Bangladesh is not a marginal constitutional issue. It is one of the clearest tests of whether the Republic is prepared to accommodate diversity, dignity, land security, and meaningful equality within its constitutional order. The Chittagong Hill Tracts, in particular, continue to expose a deep gap between legal promise and lived reality. The Constitution now contains Article 23A, which requires the State to take steps to protect and develop the unique local culture and tradition of the tribes, minor races, ethnic sects and communities. At the same time, Article 6(2)states that the people of Bangladesh shall be known as Bangladeshis as a nation. These provisions show partial recognition of cultural plurality, but they stop short of expressly recognizing Indigenous Peoples as a distinct constitutional category with corresponding collective rights. 

At Tahmidur Remura Wahid (TRW) Law Firm, we consider this unfinished constitutional position to be one of the most important unresolved public-law questions in Bangladesh. The difficulty is not merely semantic. When a legal system avoids naming a people clearly, it often also avoids recognizing the full range of rights that flow from that identity. In the case of the hill communities, that uncertainty affects land, representation, consultation, autonomy, development, security, and remedies.

The identity question remains unresolved

Bangladesh has long struggled with the terminology used for Indigenous communities. In constitutional and statutory language, the State has often preferred terms such as “tribes,” “minor races,” “ethnic sects,” “communities,” “aboriginals,” or “indigenous hillmen,” instead of a clear and consistent recognition of Indigenous Peoples. That drafting choice matters because in international law and comparative constitutional practice, identity is tied to a broader framework of participation, consultation, land protection, and cultural continuity.

Article 23A was a step, but a limited one. It acknowledges protection of unique culture and tradition, not Indigenous self-identification as such. That means the constitutional framework still does not fully settle the question of whether the State sees these communities as merely culturally distinct populations within a uniform national structure, or as peoples entitled to more meaningful protection of land, institutions, and self-governance. 

This ambiguity has practical consequences. It makes it easier for the State to speak the language of inclusion while avoiding the harder legal implications of recognition. It also leaves room for selective engagement: protecting festivals, dress, or heritage rhetorically, while leaving more difficult questions of land dispossession, militarization, displacement, and political voice only partially addressed.

The Chittagong Hill Tracts remain the constitutional pressure point

The Chittagong Hill Tracts are where these contradictions become most visible. For decades, the region has reflected overlapping tensions involving land, settlement, administration, demography, security, and political recognition. The Chittagong Hill Tracts Accord of 1997 was supposed to mark a historic transition toward peace and institutional accommodation. It led to follow-on legislation such as the Chittagong Hill Tracts Regional Council Act, 1998, intended to provide a structured framework for regional representation and governance. 

Yet the story since then has been one of partial implementation and recurring contestation. The Accord has never fully resolved the structural anxieties that surround land, administration, and authority in the hills. Much of the conflict remains rooted in a simple reality: land in the CHT is not merely property. It is identity, memory, livelihood, belonging, and continuity. When land insecurity persists, every other promise becomes fragile.

That is why the constitutional challenge of the CHT is ultimately larger than a regional political dispute. It is about whether Bangladesh can sustain a unitary constitutional system while still recognizing historical difference and collective vulnerability in a meaningful way.

Land is the center of the dispute

Any serious legal discussion of Indigenous rights in Bangladesh must start with land. The hill communities’ relationship with land is not fully captured by ordinary urban or lowland property concepts. Land is tied to community survival, customary use, traditional governance, social organization, and cultural inheritance. Where the law fails to protect that relationship, conflict becomes cyclical.

The historical wounds are deep. The construction of the Kaptai Dam displaced a very large number of people and submerged substantial areas of ancestral land, leaving a legacy of dispossession that still shapes the politics of the region. That episode remains a reminder that development decisions taken without meaningful consultation can produce generational constitutional injury, even where formal legality is claimed.

Today, land remains at the core of almost every major grievance in the CHT. Questions of settlement, occupation, administration, and restoration are inseparable from broader questions of justice. A constitutional order that cannot secure land rights in such a context will struggle to persuade affected communities that citizenship offers equal protection.

The Accord and the courts

The legal fate of the CHT institutional framework has also been uncertain. The Regional Council Act, 1998 was challenged in litigation, and in 2010 a High Court Division bench reportedly declared the Act unconstitutional on the ground that it affected the unitary character of the Constitution. The matter did not end there, however, because the Appellate Division stayed that judgment, which meant the framework was not finally extinguished. The result was preservation without resolution: formal survival, but continued uncertainty about constitutional compatibility and political commitment.

This episode is instructive. It reveals a recurring tension in Bangladeshi public law. The Constitution is often invoked in highly centralizing terms when institutional accommodation is proposed, but less effectively when substantive equality, historical disadvantage, or minority protection require bold implementation. The unitary structure of the Republic is important, but unitary does not have to mean blind to difference. A mature constitutional system should be able to preserve sovereignty and territorial integrity while still recognizing differentiated rights and institutions where history and justice demand them.

Article 6 and the politics of identity

The identity debate is often connected to Article 6(2) of the Constitution. The article now describes the people of Bangladesh as “Bangladeshis” as a nation. That is not the same as the earlier language that equated nationality more directly with Bengali identity, but it has not fully eliminated the historical concern. Indigenous voices have long argued that citizenship and ethnicity are not the same thing. A Chakma, Marma, Tripura, Mro, Bawm, or Santal may be fully Bangladeshi as a citizen while retaining a distinct ethnic and Indigenous identity. The constitutional vocabulary should be capable of holding both truths at once. 

This distinction matters because constitutional assimilation can occur not only through coercive policy, but also through the language of uniformity. If the law recognizes only one dominant narrative of peoplehood, then other identities survive in a tolerated but subordinate position. That is not constitutional pluralism. It is hierarchy in softer language.

Bangladesh’s international position is also limited

Bangladesh’s international legal record on Indigenous rights reflects a similar pattern of partial engagement. Bangladesh has ratified ILO Convention No. 107, which concerns Indigenous and tribal populations, and that remains one of the principal treaty instruments relevant to the issue in Bangladesh. But Bangladesh has not ratified ILO Convention No. 169, which is the more modern international instrument specifically focused on Indigenous and tribal peoples in independent countries and is generally seen as providing stronger standards on consultation, participation, and land rights. 

Bangladesh also abstained on the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP) when the General Assembly adopted it in 2007. While UNDRIP is not binding in the same way as a treaty, it has become a major normative reference point for Indigenous rights globally, especially regarding self-identification, consultation, participation, land, and dignity. Bangladesh explained its abstention at the time, but the abstention still reflects a cautious and limited approach to international recognition. 

This selective engagement has consequences. It narrows the range of international standards that Indigenous communities in Bangladesh can invoke as part of domestic advocacy. It also signals that the State prefers a controlled and culturally framed engagement over a fuller rights-based framework.

Security cannot substitute for justice

The State often approaches the hills through the lens of security, order, and administrative management. But security measures cannot resolve a constitutional problem rooted in recognition, land, and trust. When communities experience arbitrary arrest, fear, militarization, or recurring violence, the resulting harm is not simply local disorder. It is evidence that the constitutional compact remains weak in that region.

The rule of law in the CHT must therefore be measured not only by the presence of state institutions, but by whether those institutions act with legitimacy and fairness. Long-term peace cannot be sustained by force alone. It depends on whether communities feel that the law sees them, hears them, and protects them.

What constitutional maturity would actually require

Bangladesh does not need to abandon its constitutional structure to address this problem properly. But it does need to move beyond symbolic inclusion. A serious reform agenda would involve at least five legal and constitutional commitments.

First, the State should adopt clearer and more dignified recognition of Indigenous identity in law and policy.

Second, the implementation of the CHT Accord and related institutional arrangements should be revisited with genuine urgency rather than ceremonial repetition.

Third, land rights and land dispute mechanisms in the CHT must be treated as a constitutional priority, not a peripheral administrative matter.

Fourth, the principle of meaningful consultation must become real in development, security, and governance decisions affecting Indigenous communities.

Fifth, Bangladesh should reconsider its international positioning, especially in relation to the stronger global standards reflected in ILO Convention No. 169 and UNDRIP.

None of these steps would threaten the Republic. On the contrary, they would strengthen it by aligning constitutional practice with justice.

TRW Law Firm’s view

At Tahmidur Remura Wahid (TRW) Law Firm, our view is that the Chittagong Hill Tracts represent Bangladesh’s unfinished constitutional promise. The issue is not only whether the Constitution contains words that refer to cultural diversity. The issue is whether the legal order is willing to protect people whose identity, land relationship, and political experience do not fit neatly within majoritarian assumptions.

Bangladesh has already taken partial steps. Article 23A exists. The CHT Accord exists. The Regional Council framework exists. International obligations under ILO Convention No. 107 exist. But partial recognition without full implementation can become its own form of injustice. It raises hope, then normalizes delay.

The law now needs to move from tolerance to recognition, from symbolism to substance, and from administrative control to constitutional fairness. Until that happens, the hills will continue to remind Bangladesh that pluralism promised but not delivered remains a wound in the Republic.

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“Abnormal Price” Problem in Bangladesh Competition Law

by Tahmidur Remura Wahid | Apr 3, 2026 | Uncategorized

Price-Fixing, Cartels, and the “Abnormal Price” Problem in Bangladesh Competition Law

Bangladesh’s competition law framework was enacted to protect markets from collusion, abuse of dominance, and other practices that distort fair trade. Yet one of its most important provisions on price-fixing still raises a difficult interpretive problem: should the law prohibit all horizontal price-fixing among competitors, or only those arrangements that produce or determine an “abnormal” price? The answer matters because in competition law, the difference between banning the act of collusion and debating the “reasonableness” of a collusive outcome can determine whether enforcement is swift and credible or hesitant and ineffective. The Competition Act, 2012 was enacted to promote and sustain competition in trade and to prevent anti-competitive conduct, and section 15 is the core provision dealing with anti-competitive agreements. 

At Tahmidur Remura Wahid (TRW) Law Firm, our view is that Bangladesh should move toward a clearer, stricter, and more enforceable rule against horizontal price-fixing. Competing sellers should not be allowed to jointly decide what the market price will be and then defend that arrangement by arguing that the resulting price was somehow “normal.” That is not how competitive markets are meant to function, and it is not how the leading competition regimes approach cartel behavior. U.S. antitrust law has long treated price-fixing agreements as unlawful per se, and EU law expressly prohibits agreements that directly or indirectly fix purchase or selling prices. 

Why price-fixing is treated so seriously

A cartel in competition law is not merely a dramatic media label. It refers to an arrangement among market participants to restrain competition, often by coordinating price, output, market sharing, or bid behavior. Among these, horizontal price-fixing is one of the most serious violations because it strikes at the heart of the competitive process. When rival sellers agree on the price at which goods or services will be sold, consumers no longer benefit from genuine market rivalry. Price ceases to be a product of independent decision-making and becomes a product of agreement. 

The danger is not limited to higher prices. Once competitors no longer need to compete on price, incentives to improve quality, innovate, reduce waste, and serve consumers better can also weaken. A fixed-price environment often protects inefficient players, rewards coordination over productivity, and encourages a market culture where business actors look sideways at rivals rather than forward to consumers. That is why courts and regulators in mature jurisdictions usually regard horizontal price-fixing as among the clearest forms of anti-competitive conduct. In United States v. Trenton Potteries, the U.S. Supreme Court held that agreements among sellers to fix and maintain uniform prices violate the Sherman Act whether the fixed prices are reasonable or unreasonable. Later U.S. cases reiterated that price-fixing is unlawful per se. 

The structure of section 15 of the Competition Act, 2012

Bangladesh’s Competition Act, 2012 identifies anti-competitive agreements and prohibits conduct that has an adverse effect on competition. Section 15 is particularly important because it addresses arrangements among market participants that distort competition. Commentary and review materials on the Act note that section 15 covers conduct such as price-related collusion, bid-rigging, output restrictions, and market-sharing type arrangements. 

The debate arises from the wording around price-fixing. As highlighted in recent commentary, there is a discrepancy between how the relevant rule reads in Bengali and how the authentic English text has been discussed in policy and academic circles. One formulation suggests that a practice is prohibited if it abnormally determines purchase or sale prices. Another suggests it is prohibited if it determines abnormal purchase or sale prices. That is not a small drafting issue. The first focuses on the process of collusion. The second focuses on the result. Those are very different legal ideas. 

“Abnormally determining price” versus “determining abnormal price”

This distinction deserves careful attention.

If the law prohibits abnormally determining price, the emphasis is on the conduct of competitors jointly setting the price through an improper process. That approach is closer to mainstream competition law, because the core harm lies in the agreement itself. Competitors are meant to set prices independently, not collectively.

If, however, the law prohibits only determining abnormal price, enforcement becomes much harder. It requires the Competition Commission or an adjudicatory body to decide what counts as an “abnormal” price. That invites uncertainty, expert disagreement, sector-specific disputes, and endless arguments about market conditions, inflation, input costs, import shocks, consumer demand, profit margins, and what a “normal” benchmark ought to be. A price that looks abnormal in one month may appear commercially rational in another. 

In practical terms, a result-based test weakens enforcement. Businesses accused of cartel conduct may argue that their agreed prices were not abnormal because of rising costs, global supply disruptions, or local distribution problems. Regulators then become trapped in a valuation and economics exercise before they can even reach the real question: why were competitors discussing and aligning prices in the first place?

That is why the process-based reading makes more legal and economic sense. Competition law should be concerned first with whether rivals coordinated their pricing behavior, not whether the coordinated outcome can later be dressed up as commercially defensible.

Why the “abnormality” qualifier is problematic

There is a deeper issue. Even a process-based reading still leaves the word abnormal in place. But what does abnormality add here? If competing sellers agree on price, that agreement itself is already abnormal from the perspective of competition law. It is the departure from independent rivalry that makes the conduct objectionable.

Many major jurisdictions do not burden cartel enforcement with a normality qualifier. Article 101 of the TFEU prohibits agreements that directly or indirectly fix purchase or selling prices. U.S. antitrust law treats horizontal price-fixing as a per se violation. The Philippine Competition Act also prohibits agreements among competitors that restrict competition as to price, or components thereof, without inserting an “abnormal price” filter. 

The comparative lesson is straightforward. Once competitors are found to have coordinated price, the law should not require a second inquiry into whether the coordinated price was too high, too low, or abnormal in some separate sense. The coordination is the offense.

Bangladesh’s law should not normalize cartel defenses

A dangerous side effect of ambiguous drafting is that it normalizes the wrong debate. Instead of asking whether businesses colluded, people start asking whether the agreed price was “fair.” But cartel law is not a fairness-of-price code. It is a market-process code. It protects the conditions under which prices are formed, not merely the numerical output of those conditions.

This matters greatly in Bangladesh, where public concerns around “syndicates” and coordinated market behavior often arise in relation to essential goods and everyday consumer products. Competition law should give the Commission a strong tool to investigate and sanction collusion without requiring it to solve the impossible puzzle of identifying a theoretically normal price for every sector and every period. Review materials on Bangladesh’s framework have already noted implementation weaknesses and the need to strengthen enforcement capacity. 

Predatory pricing is not a reason to tolerate price-fixing

One possible defense of the current ambiguity is that markets also face the opposite danger: a firm may cut prices too low, incur losses temporarily, drive out rivals, and later raise prices after gaining dominance. That is the classic predatory pricing concern. Bangladesh’s Competition Act addresses abuse of dominant position separately, and commentary on the Act notes that below-cost pricing intended to eliminate competition can fall within section 16. 

But predatory pricing does not justify horizontal price-fixing. The legal answer to one anti-competitive practice is not to create room for another. A market can prohibit collusion among rivals while separately policing abuse of dominance by a powerful firm. These are distinct theories of harm and require distinct legal tools.

In reality, horizontal price-fixing typically presents a more immediate and systemic danger to consumers than predatory pricing. Predatory pricing is difficult, expensive, and risky to sustain. Cartels, by contrast, can distort markets quietly and profitably for long periods if detection is weak.

Enforcement is not just about legal text

Even the best statutory wording will struggle without effective enforcement architecture. That is another area where Bangladesh can improve. One of the most effective anti-cartel tools used internationally is a leniency programme: the first cartel participant to confess and cooperate receives reduced penalties or immunity. This destabilizes cartels from within because every member knows another may defect first.

Bangladesh’s current framework is widely understood to lack a formal leniency programme of that kind. Multiple review and diagnostic materials have recommended introducing one to improve detection of complex anti-competitive conduct and to encourage whistleblowing. 

For Bangladesh, a meaningful anti-cartel reform agenda should include at least the following:

■ clearer statutory wording on horizontal price-fixing;
■ stronger investigative powers and technical capacity within the Competition Commission;
■ a formal leniency regime;
■ protection for whistleblowers and cooperating parties;
■ sector guidance on trade associations, parallel conduct, and prohibited competitor communications;
■ faster adjudicatory pathways for core cartel cases.

The role of the Competition Commission

Bangladesh’s Competition Commission was established to enforce the Act and take action against anti-competitive practices. Yet policy reviews and institutional studies have repeatedly pointed out that enforcement has been slower and weaker than the market requires, especially against coordinated conduct affecting consumers. That does not mean the law is useless. It means the institution needs sharper tools, greater confidence, and statutory clarity. 

Cartel enforcement cannot be purely symbolic. If businesses conclude that price coordination will be debated endlessly as a matter of “abnormality” rather than condemned as a market-rigging practice, the deterrent effect of the law will shrink.

What Bangladesh should do next

In our view, Bangladesh should seriously consider amending section 15 to remove the ambiguity around “abnormal” price-fixing and bring the law closer to the mainstream rule: horizontal price-fixing among competitors should be prohibited as such, without requiring proof that the agreed price itself was abnormal. That would better protect consumers, simplify enforcement, and align with comparative practice.

A sensible amendment could do three things at once.

First, it could clarify that any agreement, understanding, concerted practice, or decision among competitors to fix, maintain, stabilize, raise, lower, or coordinate purchase or sale prices is prohibited.

Second, it could preserve careful treatment of vertical restraints and resale-price issues, which are often more nuanced and may require effects analysis depending on the circumstances.

Third, it could add a leniency framework and stronger investigatory provisions so that the law is not only well-drafted but operational.

TRW Law Firm’s view

At Tahmidur Remura Wahid (TRW) Law Firm, we believe Bangladesh’s competition law should protect the market process, not invite excuses for cartel conduct. The stronger legal principle is simple: competitors should compete. They should not jointly decide what the market price will be and then force consumers, retailers, or downstream businesses to live with that decision.

The current “abnormal price” wording debate shows why precision in statutory drafting matters. A poorly framed cartel rule can weaken an entire enforcement system. Bangladesh does not need to reinvent the law of price-fixing. The better path is to clarify the statute, strengthen the Competition Commission, add leniency protections, and treat hard-core horizontal price-fixing as the serious anti-competitive offense it already is in economic reality.

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US Bangladesh Reciprocal Trade Agreement

by Tahmidur Remura Wahid | Apr 3, 2026 | Uncategorized

Can Bangladesh Withdraw from the US Bangladesh Reciprocal Trade Agreement? A Constitutional and Treaty Law Analysis

The Agreement on Reciprocal Trade between the United States and Bangladesh was signed on 9 February 2026. Its text, released by the U.S. Trade Representative, provides that for many Bangladeshi goods the United States will not apply the April 2025 reciprocal tariff, but for other originating goods the additional U.S. ad valorem tariff will be no higher than 19%, in addition to normal MFN duty. The agreement also contains a 60-day termination clause, an enforcement clause allowing the United States to reimpose the earlier reciprocal tariff under Executive Order 14257, and an entry-into-force clause requiring an exchange of written notifications certifying completion of applicable legal procedures. 

For Bangladesh, the real legal question is not whether the agreement was politically expedient at the time it was signed. The harder question is whether the agreement is constitutionally sustainable, internationally defensible, and still rational to maintain after the major changes in the U.S. tariff regime that followed. On that question, there are serious legal arguments that Bangladesh could either withdraw from, or seek judicial invalidation of, the agreement. These arguments are substantial, but they are not automatic; a court would still need to assess them carefully. 

Why the agreement has become controversial

The criticism starts with the structure of the bargain itself. Public reporting and the treaty text show that Bangladesh made broad market-access and regulatory commitments in exchange for a reduction of the U.S. reciprocal tariff from 20% to 19%, plus zero reciprocal tariffs on certain listed items. The agreement goes well beyond ordinary tariff concessions and includes commitments touching industrial goods, agriculture, services, labor, customs cooperation, security-sensitive technologies, and other policy areas. 

That breadth matters because Bangladesh’s Constitution does not treat external economic commitments as a free-floating executive matter detached from constitutional discipline. Article 25 requires the State to base its international relations on the principles of respect for national sovereignty and equality, and to respect the right of peoples to determine and build up their own economic and social systems by ways and means of their own free choice. Those words do not automatically invalidate every asymmetrical treaty. But they do provide a powerful constitutional lens through which a heavily one-sided trade arrangement may be scrutinized. 

The constitutional objection under Article 25

A core argument against the agreement is that it does not adequately protect the vital trade interests of Bangladesh, while imposing obligations that disproportionately advance U.S. commercial and strategic interests. The treaty text itself supports part of that concern. Bangladesh undertakes extensive tariff cuts for U.S. goods, accepts specific U.S. regulatory and approval pathways in several areas, commits to certain labor and services reforms, and even accepts provisions tied to export controls, sanctions cooperation, and restrictions on procurement of certain nuclear materials. 

From a constitutional perspective, the issue is not whether Bangladesh can ever enter a difficult bargain. It can. The issue is whether an agreement of this kind is consistent with a constitutional requirement that treaty relations rest on sovereignty, equality, and free economic choice. A court reviewing this question would likely ask whether the agreement preserves Bangladesh’s regulatory autonomy in a meaningful way, or whether it effectively binds core economic policy choices to external pressure. That is especially relevant where the bargain was struck in the shadow of threatened tariffs. 

The “fundamental change of circumstances” argument

A second major argument comes from Article 62 of the Vienna Convention on the Law of Treaties (VCLT), which recognizes a narrow doctrine of fundamental change of circumstances. Article 62 does not permit withdrawal merely because a treaty later looks unattractive. The threshold is much higher: the change must relate to circumstances existing when the treaty was concluded, must not have been foreseen by the parties, must have formed an essential basis of consent, and must radically transform the obligations still to be performed. 

That threshold is demanding. But the Bangladesh agreement presents an arguable case because the U.S. Supreme Court subsequently struck down Trump’s sweeping global tariffs imposed under IEEPA, and U.S. Customs then stopped collecting those tariffs. At the same time, Trump announced a new 15% global tariff under a different legal authority. Reuters reported that this new 15% tariff was introduced specifically to replace the illegal IEEPA tariffs. 

If Bangladesh negotiated under the pressure of a harsher reciprocal-tariff threat, and that legal foundation later collapsed, Bangladesh can plausibly argue that the original commercial premise of the agreement has been materially altered. Put differently, if the United States could no longer lawfully rely on the old tariff weapon that drove negotiations, then the consideration underlying Bangladesh’s consent may have shifted in a way that was both fundamental and unforeseen. That does not guarantee a successful Article 62 argument, because treaty law applies the doctrine narrowly. But it is a serious point, not a rhetorical one. 

Why this VCLT argument is arguable but not automatic

It is important to stay precise here. Article 62 is not a simple “circumstances changed, so we can leave” rule. Bangladesh would still need to show that the changed tariff environment was an essential basis of its consent and that the shift radically transforms the burden of future obligations. The United States would likely respond that the agreement was always broader than the immediate tariff dispute and included market access, strategic alignment, and supply-chain cooperation that survive the collapse of the old IEEPA tariff regime. 

So the better legal position is not that withdrawal under Article 62 is unquestionably available. The better position is that the post-signature collapse of the old tariff regime gives Bangladesh a credible legal basis to reopen the validity and wisdom of continued adherence, especially when paired with the agreement’s own termination clause and its not-yet-effective status. 

Full powers and authority to sign

Another potentially strong argument concerns who had authority to negotiate and sign, and whether they were properly empowered. Under VCLT Article 7, a person is considered capable of representing a State for adopting or authenticating a treaty only if they produce full powers or if such authority is evident from the practice of the State or the circumstances. Under Article 8, an act relating to the conclusion of a treaty performed by a person without authority is without legal effect unless later confirmed by the State. 

Public reporting identified the Bangladeshi signatories as the Commerce Adviser and the National Security Adviser. That does not by itself establish invalidity. States can authorize such officials. But if the signatories lacked constitutionally or administratively proper authorization, or if no valid “full powers” existed, then the treaty’s legal footing becomes vulnerable. This is a factual question that would require disclosure of the instruments of authorization, cabinet approvals, and the internal file of negotiation authority. 

Internal law of fundamental importance: Articles 46, 144, and 145A

The stronger domestic-law challenge may lie in the Constitution itself. Article 144 states that the executive authority of the Republic extends to property, trade, and the making of contracts. That provision recognizes executive competence in trade-related matters. But it does not exhaust the constitutional process for treaty-making. Article 145A separately requires that all treaties with foreign countries shall be submitted to the President, who shall cause them to be laid before Parliament. 

That distinction matters. A government may negotiate and sign, but if the constitutional process for treaties requires submission to the President and laying before Parliament, non-compliance with that process may be legally significant. This is where VCLT Article 46 becomes relevant. Article 46 says a State may invoke violation of its internal law regarding competence to conclude treaties if the violated rule is of fundamental importance and the violation was manifest, meaning objectively evident to any State acting in good faith. 

So, if it is true that the agreement was negotiated and concluded without compliance with Article 145A, that is not a minor procedural quibble. It goes to the constitutional competence to bind Bangladesh internationally. The same is true if the President was not brought into the process in the manner the Constitution contemplates. That would not automatically make the treaty void in all settings, but it would provide a serious ground for domestic constitutional challenge and a potentially arguable ground under Article 46 in treaty law. 

The significance of the agreement not yet being in force

One of the most important legal details in the treaty text is often missed: under Article 6.6, the agreement enters into force only 60 days after the Parties exchange written notifications certifying completion of their applicable legal procedures, unless they decide otherwise. That means signature alone was not enough. There must also be completion of domestic legal procedures and an exchange of formal written notifications. 

This matters for Bangladesh because a challenge is generally easier before entry into force than after full implementation. If Bangladesh has not exchanged written notifications, then the State can argue that the agreement has not yet crossed the threshold into binding operational effect. In practical terms, that gives Dhaka more room to pause, review, or withdraw before domestic consequences deepen. It also reinforces the importance of the constitutional process under Article 145A. 

Withdrawal under the treaty itself

Even without relying on Article 62 or Article 46 of the VCLT, the agreement contains a plain-text exit route. Article 6.5allows either party to terminate by written notice, with termination taking effect 60 days later, unless both parties agree on another date. That is a clean contractual withdrawal mechanism. 

The complication is Article 6.4(2), which says that if the United States believes Bangladesh has not complied, the United States may reimpose the reciprocal tariff rate set out in Executive Order 14257 of April 2, 2025 on certain or all imports from Bangladesh. A related clause in Article 4.3(4) also refers to termination and reimposition of that same reciprocal tariff if Bangladesh makes certain agreements with non-market countries. 

Here, Bangladesh has a fresh argument: the very tariff regime referenced in those clauses was later struck down by the U.S. Supreme Court when imposed under IEEPA, and CBP then halted collections under that regime. The United States may still impose tariffs under other legal authorities, but the specific reimposition threat written into the agreement now rests on a much shakier legal foundation than it did on 9 February 2026. That weakens the coercive force of the reimposition clauses, even if it does not eliminate all U.S. tariff leverage. 

A judicial route through the High Court Division

A parallel path is constitutional litigation. A writ petition before the High Court Division could ask for declarations that the agreement is unconstitutional, inoperative domestically, or incapable of legal effect unless and until the constitutional process is followed. Such a petition could be brought by an affected business body, trade association, public-interest organization, or citizen with sufficient standing, depending on how the pleadings are framed. This would be, at minimum, an arguable public-law challenge because the matter concerns constitutional compliance, treaty process, and national economic interests. 

The likely grounds would include:

■ violation of Article 25 by entering a trade arrangement incompatible with sovereignty, equality, and free economic choice;
■ non-compliance with Article 145A by failing to submit the treaty to the President and lay it before Parliament;
■ possible lack of constitutionally proper authority or “full powers” in the negotiators;
■ invalidity or at least reviewability because of a fundamental change in circumstances after the U.S. Supreme Court ruling; and
■ ultra vires action by an interim administration if it adopted a treaty-making pathway not recognized by the Constitution. 

What the government should do now

The strongest immediate step is not dramatic litigation. It is a formal constitutional review. The government should publicly clarify:

■ whether the treaty has been submitted to the President;
■ whether it has been laid before Parliament under Article 145A;
■ whether written notifications under Article 6.6 have been exchanged;
■ what instruments of authorization or full powers were issued to the Bangladeshi signatories; and
■ whether the U.S. Supreme Court’s tariff ruling has triggered a legal reassessment of Bangladesh’s obligations. 

If those answers are unsatisfactory, Bangladesh would have at least three legally supportable options: first, pause entry into force by withholding the required notification; second, serve termination notice under Article 6.5; third, defend a judicial review challenge in the High Court on constitutional and public-law grounds. The legal and political risks differ, but none of these options is fanciful on the present record. 

TRW Law Firm’s view

At Tahmidur Remura Wahid (TRW) Law Firm, our view is that the US–Bangladesh Reciprocal Trade Agreement is now vulnerable on two fronts at once: constitutional process and changed circumstances. The constitutional objections are likely the stronger domestic argument, especially if Article 145A was not followed. The treaty-law objections under the VCLT are more nuanced and would need to be framed carefully, because Article 62 is narrow and Article 46 requires a manifest violation of a rule of fundamental importance. Still, when combined with the agreement’s own 60-day termination mechanism and its pending entry-into-force structure, the legal case for reconsideration is substantial. 

Bangladesh does not need to accept the premise that a hurried bargain struck under tariff pressure must remain untouched after the legal basis of that pressure has changed. Nor should it assume that signature alone cures non-compliance with the Constitution. The better position is this: Bangladesh can still review, challenge, suspend, or terminate the agreement through lawful means. Whether it should do so is a matter of policy. Whether it may do so is now a serious legal question worthy of immediate action. 

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