TRW Law Firm’s Complete Due Diligence Playbook (Bangladesh)

A 2025-Ready, Board-Level Guide for Investors, Acquirers, and Lenders

If you are evaluating a Bangladesh target, asset, or partner—this is your all-in reference to the due diligence services TRW Law Firm provides. It’s written for decision-makers who want clarity, speed, and defensible outcomes.

Why Due Diligence with TRW?

In Bangladesh transactions, diligence is not a box-tick—it is the risk filter that separates a good deal from litigation, regulatory exposure, or stranded assets. TRW’s approach is built around four principles:

• Materiality first: We test every finding against deal value, integration impact, and downside risk.
• Local nuance, global standard: Bangladesh-specific checks aligned to international best practice.
• Evidence over narrative: Every red flag is backed by document trails, registry pulls, or third-party verifications.
• Actionable outputs: Clear GO / FIX / NO-GO decisions, remediation plans, and term-sheet protections.

What Counts as “Due Diligence”?

At TRW, “due diligence” is an integrated review spanning legal, regulatory, tax, HR, IP, real estate, financial, compliance/ESG, IT/cyber, and reputational checks. We calibrate scope to the transaction—M\&A, investment, lending/structured finance, joint ventures, real estate acquisitions, or vendor/supply chain onboarding.

Our Due Diligence Products (Pick the Depth You Need)

L0 – QuickScan (5–7 business days):
A high-level “red-flag” review to validate feasibility before you spend. Ideal for screening multiple targets.

L1 – Standard Diligence (10–20 business days):
Full legal/regulatory coverage with targeted financial, HR, IP, tax, and property checks. Suitable for mid-market M\&A or growth investments.

L2 – Enhanced / Forensic (20–40+ business days):
Deep-dive with site visits, expanded stakeholder interviews, source-to-registry tracing, extended tax modeling, anti-corruption and sanctions testing, and integration risk mapping. Designed for high-stakes acquisitions, cross-border structures, and lender-led work.

Core Workstreams We Cover

1) Legal Compliance Diligence (Corporate & Regulatory)

Goal: Confirm that the company adheres to all relevant Bangladeshi laws and sectoral regulations.

Scope highlights (illustrative):

• Incorporation and constitution (Memorandum/Articles), share capital, shareholder agreements, minutes, resolutions, and RJSC filings.
• Licensing & approvals (e.g., BIDA, BEPZA/BHTPA, BSTI, DoE, DIFE, DoL, DNCRP, sectoral regulators).
• Contract landscape: customers, suppliers, distributors, agencies, and material commitments.
• Compliance programs: AML/CFT, anti-bribery, sanctions, data/privacy, competition.
• Open disputes: litigation, arbitration, regulatory inquiries; probability-weighted exposure.
• Related-party transactions and governance controls.

Deliverables: Compliance scorecard, mandatory license matrix with renewal cycles, remedial action plan, and draft conditions precedent (CPs) for your SPA/SSA or loan docs.

2) Document Review Diligence

Goal: Validate the paper backbone—what the target says it owns and owes.

We examine:

• Corporate minute books; share ledgers; historic capital changes; ESOP/vesting documents.
• All material contracts (volume and revenue thresholds agreed upfront).
• Insurance (coverage, exclusions, claim history).
• Security interests (registrations, priorities, intercreditor positions).
• Compliance records (returns, registers, filings, consents).

Output: Exceptions list with specimen warranties and indemnities to cover identified gaps.

3) Risk Assessment & Heat-Map

Goal: Convert findings into a decision-grade risk model.

How we do it:

• Rate issues by Impact (High/Med/Low) and Likelihood (Probable/Possible/Remote).
• Identify deal-breakers, price chips, escrow holdbacks, and post-close remediation.
• Map each risk to contractual protections (warranties, indemnities, MAC clauses), insurance solutions, or structural fixes (e.g., carve-outs).

4) Mergers & Acquisitions Due Diligence

Goal: Underwrite the target’s legal and financial standing to your investment thesis.

Focus areas:

• Share title & cap table sanity checks; drag/tag; ROFR/ROFO; pre-emption; veto rights.
• Change-of-control triggers across customers, suppliers, and financiers.
• Regulatory notifications/approvals (including foreign investment routes).
• Integration blockers: entrenched related-party deals; license portability; data localization; employment terms.
• Anti-corruption (payments, agents, facilitation practices).
• Tax liabilities (withholding history, VAT customs exposure, transfer pricing).

Deal tools we prepare: Disclosure letter templates, schedule formats, CP list, and a buyer-friendly SPA markup reflecting diligence findings.

5) Investment Due Diligence (VC/PE/Strategic)

Goal: Validate runway and compliance for minority/growth investments.

Focus areas:

• Governance: board composition, reserved matters, information rights.
• IP ownership (especially founder-developed code/content; contractor assignments).
• Regulatory fit for the business model (e.g., fintech, healthtech, edtech).
• Unit economics: contractual durability for growth assumptions (with legal levers).
• Exit hygiene: drag, tag, liquidation preferences, anti-dilution constructs.

Outputs: Term-sheet protections, model articles/shareholders’ agreement, and a CP checklist to de-risk funding.

6) Real Estate Due Diligence

Goal: Confirm clean, marketable title and possession before you deploy capital.

Scope includes:

• Chain-of-title verification, mutation (namjari), rent receipts, khatian/porcha, CS/SA/RS/BS records, sub-registry pulls.
• Encumbrance checks, pending acquisition notices, writs/injunctions.
• Land use & zoning; DoE and building permits; RAJUK/BIT/City Corporation approvals.
• On-ground: boundary surveys, site possession, right-of-way, utility connections.
• Leases & licenses: stamp duty/registration compliance; escalation; termination; hand-back.

Deliverables: Title opinion, encumbrance certificate review, risk memo, and drafts for sale/lease deeds with protective covenants.

7) Intellectual Property (IP) Due Diligence

Goal: Ensure the asset you’re buying or funding is actually owned, registrable, and enforceable.

Scope:

• Trademarks (search, status, oppositions, assignments).
• Copyright (ownership in software, content, creative works).
• Patents/designs (where applicable) and freedom-to-operate scans.
• Licenses (inbound/outbound), OSS compliance for software.
• Trade secrets: policy/procedure testing and leakage risks.

Output: IP asset register, ownership gaps, assignment templates, and SPA/SSA IP warranties.

8) Human Resources / Labor Due Diligence

Goal: Identify workforce liabilities that derail integration.

Scope:

• Employment contracts, standing orders, DIFE compliance, minimum wages, overtime, leaves, gratuity/PF/ETF.
• Contractors vs. employees; misclassification risk.
• Trade union relationships; pending disputes.
• Health & Safety protocols; factory compliance (where applicable); social audits.

Deliverables: Workforce risk memo and harmonization plan for post-close.

9) Tax Due Diligence

Goal: Quantify current and contingent tax exposure.

Scope:

• Corporate income tax (returns, assessments, appeals).
• VAT registration and filings; customs & duties history for import-heavy businesses.
• Withholding tax compliance (vendor/customer mapping).
• Transfer pricing: documentation, related-party transactions.
• Incentives: zones (BEPZA/BHTPA), BIDA approvals, tax holidays—conditions and clawbacks.

Output: Tax exposure schedule with probability-weighted amounts and remedial steps.

10) Financial & Banking Legal Diligence (Non-audit)

Goal: Align legal obligations with financial reality.

Scope:

• Facilities, covenants, security packages, intercreditor arrangements.
• Defaults/waivers; cross-default risks; FX exposures; LC/guarantee outstanding.
• Payables/receivables legal enforceability review (sampling).

Deliverables: Banking obligations map, covenant cure plan, and SPA covenants.

11) ESG, Compliance, and Integrity Checks

Goal: Ensure the target won’t trigger sanctions, AML, anti-bribery, or ESG landmines.

Scope:

• KYC/UBO tracing; PEP screening; sanctions mapping.
• Anti-bribery/anti-corruption controls; facilitation payment exposure.
• Environment & social compliance (permits, emissions, waste, labor standards).
• Supplier integrity and modern slavery red flags.

Output: Integrity risk report with remediation priorities and reporting commitments.

12) IT, Data, and Cyber Due Diligence (Legal)

Goal: Validate data assets, privacy posture, and cyber resilience.

Scope:

• Data inventory; cross-border transfers; consent/notice frameworks.
• Security policies; incident logs; vendor DPA coverage.
• Software licensing; OSS usage; export control triggers.

Deliverables: Data/cyber risk map, contractual DPAs, breach playbook alignment.

Examples of Due Diligence Services (Common Packages)

General Corporate Due Diligence
[■] Corporate records, RJSC filings, constitutive documents
[■] License/permit matrix, renewal status
[■] Contract materiality review and risk allocation

Real Estate Due Diligence
[■] Land title and encumbrance checks
[■] Site visits and boundary surveys
[■] Development permissions (planning, environment, utilities)

Human Resources Due Diligence
[■] Employment law compliance and wage/benefit mapping
[■] Contractor/employee classification
[■] Industrial relations and safety compliance

Tax Due Diligence
[■] Corporate/VAT/withholding/customs exposure
[■] Incentives and holiday conditions
[■] Transfer pricing and related-party mapping

Intellectual Property Due Diligence
[■] Trademark/patent/copyright status
[■] Ownership and assignment gaps
[■] Licensing terms and infringement risks

The green square bullets above can be styled as brand-green on your site (e.g., #00c894) for visual consistency.

TRW’s Due Diligence Method: From Kickoff to Decision

Phase 1 — Scoping & Data Room (Day 0–2)

• Define transaction perimeter, materiality thresholds, and timetable.
• Secure data room access; prepare document request list; set interview plan.

Phase 2 — Review & Verification (Day 2–10/20)

• Parallel workstreams across legal/regulatory, property, HR, IP, tax, finance, integrity.
• Registry pulls, sub-registry searches, site visits (where relevant).
• Stakeholder calls (management, compliance, plant HR, finance leads).

Phase 3 — Risk Synthesis & Draft Remedies (Day 10–15/25)

• Build the risk heat-map and exceptions list.
• Draft SPA/SSA/loan term protections (warranties, indemnities, covenants, CPs).
• Prepare price/structure levers (escrows, earn-outs, holdbacks).

Phase 4 — Report & Deal Support (Day 15–20/40+)

• Deliver Red-Flag Note (executive) and Long-Form Report (evidence).
• Term-sheet/SPAs negotiation support with mark-ups and exhibits.
• Post-close remediation roadmap and owner’s manual for compliance.

Outputs you receive:

• Executive summary (one-pager) for Board packs.
• Red-flag memo (actionable).
• Long-form diligence report with annexures and evidentiary copies.
• Draft CP checklist, warranties/indemnities schedule, and remediation plan.

Red Flags We Frequently Uncover (and How We Fix Them)

• Title breaks / encumbrances on land → Cure with additional deeds, rectification deeds, fresh encumbrance certificates, or deal carve-outs.
• Missing or expired permits → CP to renew/obtain; interim undertakings; conditional price retention.
• Unregistered IP or weak assignments → Immediate assignment deeds; re-filings; escrow of code with fresh licenses.
• Tax under-withholding → Gross-up clauses; indemnities; escrow for contingent liabilities.
• Change-of-control tripwires → Early consent strategy with counterparties and lenders; step-down covenants.
• Labor non-compliance → Compliance action plan; staged remediation; integration handbook updates.
• Sanctions/PEP risk in the chain → Contractual undertakings; supplier re-onboarding; audit rights; exit triggers.

How TRW Turns Diligence Into Deal Protections

• Conditions Precedent (CPs): Tie license renewals, tax clearances, assignment completions, and third-party consents to closing.
• Warranties & Indemnities: Precision drafting aligned to discovered risks; survival periods and caps.
• Covenants: Pre- and post-closing behaviors (no leakage, no disposal, maintain permits).
• Escrows/Holdbacks: Monetary buffers for quantified exposures.
• Price Adjustments: Locked-box protections, working capital true-ups.
• Insurance Bridges: W\&I insurance coordination where appropriate.

Speed, Confidentiality, and Coordination

• Speed: L0 in under a week; L1 in 2–3 weeks for standard scopes; L2 tailored.
• Confidentiality: Secure data rooms, strict need-to-know teams, forensic handling of PI/CI.
• Coordination: We collaborate with your bankers, auditors, and international counsel to keep one version of the truth.

Engagement Models & Fees (Transparent and Board-Friendly)

• Fixed-fee packs for L0/L1 with defined deliverables.
• Blended rates for L2 and special investigations.
• Success-linked components (where appropriate) for lender or recovery-adjacent work.
• Disbursements at cost with pre-approved caps (registry pulls, translations, courier, site expenses).

FAQs (What Clients Ask Most)

Q1. What’s the minimum viable diligence for a minority stake?
A red-flag L0 with targeted L1 add-ons (IP ownership, compliance, tax exposure) covers most early-stage checks.

Q2. Can TRW coordinate environmental and technical assessments?
Yes. We act as legal prime and integrate environmental engineers, surveyors, valuers, and IT security firms into one deliverable.

Q3. Will you speak to counterparties?
If authorized, we conduct quiet confirmations (e.g., landlord, key customer) to verify change-of-control or assignability.

Q4. How do you handle inconsistent records?
We reconcile against registries and sub-registries, not only client-provided files, and escalate discrepancies to the risk heat-map.

Q5. Do you assist post-close?
Yes—Day-1 and Day-100 compliance plans, filings, and policy roll-outs to lock in value.

One Internal Resource You May Find Helpful

Explore more on our approach and service lines at tahmidurrahman.com (internal reference).

Summary Table — TRW Due Diligence Services at a Glance

Engage TRW — What Happens Next

1. Email us the basics (target name, transaction type, desired depth, timeline).
2. Receive a same-day scope note and a tailored document request list.
3. Kickoff within 24–72 hours of data room access.
4. Red-flag memo mid-way if you need an early read; otherwise full report on schedule.
5. Deal support: We carry findings into term sheets and definitive agreements.

Contact TRW Law Firm — Due Diligence & Transactions

Phone: +8801708000660 • +8801847220062 • +8801708080817
Email: info@trfirm.com • info@trwbd.com • info@tahmidur.com
Global Locations:

• Dhaka: House 410, Road 29, Mohakhali DOHS
• Dubai: Rolex Building, L-12 Sheikh Zayed Road

Final Note

This article is informational and not legal advice. Every target and transaction is unique. For a tailored diligence plan, outreach today—we’ll calibrate scope, speed, and depth to your decision window and risk appetite.