Competition & Antitrust Compliance

by Tahmidur Remura Wahid | Sep 2, 2025 | Uncategorized | 0 comments

Competition & Antitrust Compliance (2025): Practical Guidance for Bangladesh, Dubai (UAE), and London (UK) — with a Special Section for Foreign Clients Operating in Bangladesh

By TRW Law Firm — Competition, Distribution & Investigations

Why this guide

Whether you sell FMCG across Dhaka and Chattogram, bid on infrastructure in the UAE, or run a London-based marketplace serving multiple regions, competition/antitrust rules govern how you set prices, talk to competitors, design distribution, and close M\&A. Breaches trigger fines, damages claims, criminal exposure (in some jurisdictions), director bans, and deal delays. This field-tested guide gives you an operating manual that works across Bangladesh, Dubai (UAE federal law) and London (UK law)—with an extra, hands-on section for foreign clients trading or investing in Bangladesh.

Thresholds and forms change—use this as a blueprint and confirm current numbers when you file.

At a glance: the red lines everywhere

Hardcore cartels: price-fixing, bid rigging, market/customer allocation, output limitation. Always illegal.
Abuse of dominance: using market power to exclude or exploit (unjustified refusals, predation, tying, margin squeeze, discriminatory pricing). Illegal when effects are anticompetitive.
Problematic verticals: resale price maintenance (RPM), exclusivity that forecloses rivals, MFN/price parity clauses that choke competition, geo-blocking, restrictive online sales conditions.
Merger control: some deals must be notified and are subject to a standstill before closing.
Information exchange: sharing future pricing/volumes or detailed customer-level data with competitors (including via a common distributor or trade association) can be tantamount to a cartel.
Dawn raids & leniency: authorities can inspect without notice; first-in leniency can cut penalties dramatically.

Part A — Bangladesh: what businesses really face

1) Framework & institutions

Competition Act creates the Bangladesh Competition Commission (BCC).
BCC pursues: (i) agreements that restrict competition (horizontal cartels; vertical restraints), (ii) abuse of dominant position, and (iii) unfair trade practices with competitive harm.
Merger control: a formal, modern filing regime is developing; for now, BCC attention skews to cartels, bid rigging and dominance issues. Expect increasing scrutiny around consolidations and sectors with price spikes (e.g., commodities, essential goods, logistics).

2) How issues arise in practice (Bangladesh typologies)

Bid rigging in public procurement: cover bidding, bid rotation, identical errors across multiple tenders, “syndicates” around e-GP submission windows.
Distributor coordination: competing brands using the same super-distributor or key wholesaler to exchange future prices/targets (“hub-and-spoke”).
RPM & margin policing: suppliers enforcing minimum retail prices (including on Facebook/marketplaces) through stock threats or rebates.
Trade association “price announcements”: disguised coordination; even “recommended” prices can be unlawful if they influence market behaviour.
Dominance abuses (where market shares and barriers are high): exclusive dealing that forecloses entrants; discriminatory supplies; tying of must-have SKUs to slow-moving ones; loyalty rebates that punish switching.

3) Foreign-investor friction points in Bangladesh

Exclusive import & territory contracts with long terms and hard targets (risk of foreclosure if rivals cannot get access to distribution).
Most-Favoured-Nation (MFN) clauses with major e-commerce or retailers that effectively cap discounting across smaller channels.
Joint procurement/logistics among rivals to “save costs” that drifts into allocation or common price templates.
“No-poach” pacts and wage-fixing between competitor employers—these are treated increasingly like cartels worldwide; avoid them.

4) What BCC expects (practical)

No competitor price talks (even via agents/distributors); clean trade-association agendas; counsel in sensitive meetings.
Documented, pro-competitive rationale for exclusivity, rebates, or selective distribution (quality, investment, free-riding control).
Internal guardrails for tenders: independent bid teams, strict confidentiality, no cross-firm “clarification” calls.
Evidence: price lists, emails, WhatsApp, and spreadsheets are decisive—train people accordingly.

Part B — Dubai / United Arab Emirates (UAE federal regime)

1) Framework & scope

Federal Competition Law (and executive decisions) applies across the UAE (including Dubai). It targets restrictive agreements, abuse of dominance, and economic concentrations (mergers/acquisitions that meet thresholds).
Certain sectors may be exempt or separately regulated (e.g., telecommunications, financial services), and SMEs can enjoy limited relief—verify current positions before relying on them.

2) What the Ministry of Economy looks at

Horizontal conduct: any coordination among competitors (prices, quotas, territories).
Vertical conduct: RPM, exclusivity, territorial and customer restrictions, narrow MFNs. These may be assessable (not per se), but the bar for justifying RPM is high—expect scrutiny.
Dominance: exploitative/exclusionary conduct by firms with strong market power.
Merger control: transactions that create or strengthen market power must be pre-notified if turnover/market share thresholds are met. The regime includes a standstill—don’t close before clearance.

3) Dubai reality checks

Commercial Agencies Law (separate from competition) gives registered agents protections that interact with competition (territorial exclusivity, termination standards). Draft distribution around these realities without drifting into anticompetitive foreclosure.
Franchising & luxury: selective distribution can be fine if objective and proportionate; hard RPM and online sales bans are rarely safe.
Deals: build merger timelines with clearance in mind; data rooms and clean teams are standard when parties overlap.

Part C — London / United Kingdom

1) Framework & enforcers

Competition Act prohibits (i) anticompetitive agreements (Chapter I) and (ii) abuse of dominance (Chapter II).
Enterprise Act covers merger control (voluntary system, but the CMA can “call in”) and criminal cartel offenses for individuals.
The CMA is assertive on cartels, RPM, hub-and-spoke, online restrictions, and killer acquisitions (tech, life sciences). A modern digital markets regime strengthens scrutiny of platform conduct and data advantages.

2) UK hallmarks to internalize

Information exchange: sharing future pricing/strategy, even via a common supplier or retailer, is high-risk.
RPM: treated as a hardcore vertical restriction; monitoring retailers’ online prices and interfering with discounting is dangerous.
Merger control: even below turnover thresholds, the share-of-supply test lets CMA review UK-nexus deals. Plan filing strategy early in cross-border M\&A.
Leniency: first to confess a cartel can earn major reductions; directors risk disqualification/criminal exposure.

Part D — Vertical agreements & distribution: a simple, safe architecture

Design principles across all three jurisdictions

No RPM: prefer recommended prices without pressure, penalties, or monitoring that chills discounting.
Selective distribution: use objective criteria (showroom quality, service standards), allow online sales (quality standards OK), avoid blanket marketplace bans without a quality rationale.
Exclusivity/territory: keep term reasonable, justify with investments/brand protection, include carve-outs (e.g., passive online sales).
Rebates: volume-based is fine; loyalty or retroactive rebates may raise foreclosure risk if you’re strong—model customer lock-in effects.
MFN/price parity: avoid wide MFNs (no cheaper anywhere); narrow MFNs (no cheaper on your own site) still draw scrutiny—use only with justification and sunset.
Data & analytics with retailers: aggregate and anonymize; no access to rivals’ customer-level data via a shared intermediary.

Bangladesh specifics

Keep vertical restraints short and reviewable; don’t use stock threats or rebate clawbacks to enforce RPM.
If you appoint a single national distributor, record the investment rationale (warehousing, cold chain, market-development KPIs) and keep freedom for online passive sales.

UAE specifics

Check agency registrations before rolling out exclusivity; consider non-registered distribution where flexibility is needed.
RPM and tight online restrictions face higher risk—use quality-based e-commerce standards instead.

UK specifics

Treat RPM as presumptively unlawful; any monitoring tools that suppress discounting are a red flag.
Marketplace and advertising restrictions (e.g., PPC bidding limits) must be objectively justified.

Part E — Information exchange & trade associations

Golden rules

Never discuss current or future prices, margins, costs, capacity, customer lists, or strategic plans with competitors.
Trade association meetings: pre-circulated agenda, counsel on call, written minutes; break off if sensitive topics arise.
Benchmarking: only with independent aggregation, aged data, and sufficient participants so no firm-specific insights can be reverse-engineered.
Shared intermediaries (distributors, media buyers, consultants) must not act as “hubs.” Contractual firewalls + training.

Part F — Abuse of dominance: do’s & don’ts

When are you “dominant”?
High market share + barriers to entry + dependence of counterparties. The label differs by jurisdiction, but if you are a “must-have” partner or your share is very high, behave like a regulated utility:

Don’ts

RPM + exclusivity that block rivals simultaneously.
Refusals to supply without objective criteria.
Predatory pricing (below cost to eliminate rivals).
Margin squeeze (input price vs. downstream price too tight for rivals).
Unfair discrimination between similarly situated customers.
Tying/bundling must-have products with unrelated ones without technical justification.

Do’s

Publish non-discriminatory criteria for access, discounts, and service levels.
Use cost-based, volume-linked, and transparent rebate ladders.
Keep decision memos explaining objective reasons when cutting off a reseller.

Part G — Merger control triage (Bangladesh, UAE, UK)

Bangladesh: expect a strengthening regime. For now, build competition analysis into deals that concentrate local markets; engage early if overlaps are material.
UAE: many transactions require pre-notification to the Ministry of Economy if thresholds are met. Assume a standstill obligation—no closing or integration before clearance. Plan for data, market definitions, and remedy discussions in concentrated sectors.
UK: the system is voluntary, but the CMA can call-in deals; impose hold-separate orders; and review even global deals with a UK nexus. Model both turnover and share-of-supply tests; make a pre-notification strategy early.

Integration planning

Clean teams for competitively sensitive info.
Gun-jumping training for deal teams (no joint pricing, no customer allocation, no directing each other’s business pre-close).
Stand up hold-separate protocols if the authority orders them.

Part H — Dawn raids & investigations: one playbook, three locations

Be raid-ready in Dhaka, Dubai, and London:

Front desk script: verify IDs, notify Legal/Compliance, escort officials, request a reasonable time to gather counsel.
Scope control: understand the warrant/order scope; track what is copied or taken; assert privilege where applicable.
IT & mobile: stop auto-deletion; IT lead mirrors requested data; avoid obstructing.
Interviews: right to counsel; avoid speculation; correct misunderstandings in writing after review.
Post-raid: litigation hold; internal review; board brief; consider leniency or settlement where appropriate.

Part I — Special section: foreign clients operating in Bangladesh

1) Distributor & agency structures

Keep terms short and reviewable (2–3 years with renewal options).
Avoid absolute territorial protection; allow passive online sales across borders.
Ban RPM; instead, tie bonuses to non-price KPIs (availability, merchandising, service level).

2) Joint ventures & local partners

Clear antitrust clauses in the JV agreement: independent pricing, no exchange of competitively sensitive info beyond the JV perimeter, clean-team rules, and exit triggers for violations.
If the JV lessens local competition, prepare a competition effects memo and stakeholder map (deal strategy, entry barriers, buyer power, efficiencies).

3) Tendering

Train bid teams on no-contact rules with competitors; one bid captain per tender; strict confidentiality; audit trails for all Q\&A with the authority.
Watch for trade association “coordination meetings” around key tenders—decline and record your refusal.

4) Compliance infrastructure

Bangla-first training for field teams and distributors.
Trade-association SOPs; pre-approved agendas; counsel dial-in for sensitive industry topics (fuel, freight, wages).
WhatsApp/e-mail hygiene: no price talks, no “let’s align the market” jokes—screenshots sink cases.

5) When the market is concentrated

If you are a global brand with share leadership, install dominance safeguards now: objective access criteria, published discount ladders, documentation culture for delistings/refusals.

Part J — HR & labor-market restraints

No-poach and wage-fixing agreements among competitors are increasingly treated like cartels (UK already active; UAE/Bangladesh align with global direction).
Legitimate protections: reasonable non-solicit clauses in commercial contracts; confidentiality and IP protections; training-repayment agreements proportionate to actual costs. Avoid horizontal restraints on hiring.

Part K — E-commerce & platforms

Parity clauses: avoid wide MFNs; use narrowly and review regularly.
Data use: don’t use third-party seller data to undercut them while favouring your own label (UK emphasis).
Search & ranking: objective criteria; log algorithmic changes that affect rivals.
Online RPM: price monitoring tools that punish discounting raise risk—prefer quality standards over price control.

Part L — Quick tools you can copy

1) Sales & BD “never” list (wallet card)

Never discuss prices, discounts, margins, future plans with competitors (including via distributors).
Never fix bids, allocate customers, or rotate tenders.
Never enforce minimum resale prices.
Never share customer-level data with a shared intermediary who also acts for a rival.
If a competitor starts: walk out and email Legal immediately.

2) Distribution checklist (before signing)

Term ≤ 3 years (renewable); no RPM; allow passive online sales; objective performance KPIs; transparent rebates; audit rights for stock/claims; carved-out public procurement if needed.

3) Trade association rules

Pre-cleared agenda; counsel if pricing/capacity topics may arise; minutes; immediate objection & exit on sensitive discussions; no WhatsApp side groups.

4) Clean team protocol (M\&A)

Only clean team sees: future pricing, customer-level margins, pipeline.
Aggregated, anonymized reports to the main team; nothing that would coordinate behaviour pre-close.

Part M — 90-day implementation plan (tri-jurisdiction)

Days 1–30 (Stabilize)

Appoint Competition Compliance Officer; issue CEO note.
One-page Global Antitrust Standard + Bangladesh/UAE/UK addenda.
Map trade associations and distributor contracts; freeze RPM language; remove “best price” MFNs pending review.
Bid-rigging SOP for tenders; register internal bid captains.

Days 31–60 (Institutionalize)

Run red-flag analytics (duplicate discounts, RPM emails, identical tender typos).
Re-paper top distributor and marketplace contracts to remove RPM and over-broad MFNs.
Set clean team templates; M\&A playbook.
Train Sales/BD/Procurement/Trade-Assoc liaisons (Bangla + English + Arabic as needed).

Days 61–90 (Assure)

Mock dawn raid drill in Dhaka/Dubai/London offices.
Two vertical audits (pricing & rebates; online channel terms).
Build merger triage grid (Bangladesh watchlist; UAE thresholds; UK call-in risk).
Present board dashboard (incidents, audits, contract fixes, training rates).

Part N — Investigations, leniency & remediation

If you detect a cartel risk: cease conduct immediately, preserve evidence, and brief counsel. Consider leniency/settlement options (particularly in the UK).
Remediate vertical issues by rewriting policies, withdrawing coercive communications to retailers, and documenting a pro-competitive rationale for any remaining restrictions.
For dominance risks: publish access criteria, rework rebates, and implement a refusal-to-supply SOP with legal sign-off.

Part O — Board dashboard (quarterly)

Training & attestations by function and jurisdiction.
Deal pipeline with merger control flags (UAE pre-notification timelines; UK call-in risk; BD watchlist).
Distribution health: % contracts free of RPM/MFNs; online standards adoption.
Trade association engagements (meetings held; legal attendance).
Complaints & investigations (antitrust topics; time to closure).
Dawn-raid readiness (last drill date; gaps closed).

Part P — FAQs (fast answers)

Q: Can I stop retailers in Bangladesh from discounting online?
A: No. Set recommended prices and quality standards; avoid RPM. Police brand presentation, not price.

Q: We’re one of two big players in a UAE niche—can we run exclusive territories?
A: Possibly, with objective rationale and limited duration. Avoid foreclosure of rivals. Review for merger-level effects and seek advice before implementing.

Q: UK retailer asks us to “match competitor’s minimum price.”
A: You can choose your wholesale price, but coordinating minimum retail prices is RPM and high-risk. Don’t solicit or enforce minimum retail prices.

Q: Can competitors collaborate on a joint bid for a large Bangladeshi tender?
A: Only if genuinely necessary (complementary capabilities, capacity shortfall) and fully documented; keep collaboration to what’s essential, and do not exchange unrelated pricing strategy.

Q: Are no-poach agreements acceptable between two UAE franchisees?
A: Treat as high-risk horizontal restraints. Use lawful tools (NDAs, IP, training-repayment) rather than cross-employer no-hire pacts.

Part Q — How TRW helps

Risk mapping & policy suite tailored for Bangladesh/UAE/UK.
Distribution and platform design (selective distribution, online standards, MFN/MAP audits).
Merger control strategy (UAE filings; UK call-in risk management; Bangladesh engagement).
Trade association & tender protocols (agendas, minutes, red-flag scripts).
Dawn-raid drills, investigations & leniency pathways.
Data forensics on pricing and bid logs; remediation plans that survive regulator scrutiny.

Contact TRW Law Firm
Phones: +8801708000660 · +8801847220062 · +8801708080817
Emails: [email protected] · [email protected] · [email protected]
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road

Final word

Competition compliance is operational: how you brief a distributor, how you behave in a trade association, how you structure rebates, how you plan a deal, how you answer a knock at the door. Put these controls in place across Bangladesh, Dubai, and London, and you’ll keep your growth strategy on track—without fines, delays, or reputational bruises.

Loading…

Loading… | 5 MIN READ | BY TAHMIDUR REMURA WAHID