Due Diligence Share Acquisition and Corporate Transactions: Comprehensive Expertise by TRW Law Firm
Introduction
Corporate transactions such as mergers and acquisitions (M&A), restructuring, share acquisition, and due diligence play a pivotal role in the growth and development of businesses. TRW Law Firm, a leader in corporate law and finance, has been at the forefront of these domains, providing strategic legal solutions tailored to clients’ needs. With an extensive portfolio that includes due diligence, corporate restructuring, and share allotment, TRW continues to serve multinational corporations (MNCs), local enterprises, and individual stakeholders with unparalleled expertise.
Due Diligence: A Cornerstone of M&A
Due diligence is a critical step in any corporate transaction. It ensures compliance, mitigates risks, and provides a clear picture of the target entity or asset. TRW Law Firm has conducted comprehensive due diligence across various industries.
- Industrial and Land Records
- Conducted detailed due diligence on land records and company documents for a Chinese MNC considering potential M&A opportunities in Bangladesh.
- Evaluated records for SDS International Limited as part of an M&A transaction.
- Corporate Entities and Transactions
- Legal due diligence for over two dozen companies, ensuring accuracy and compliance with legal and regulatory frameworks.
- Assisted in the due diligence for M&A activities between two entities of an international conglomerate in Bangladesh.
Mergers and Acquisitions (M&A): Legal Framework and Success Stories
M&A activities involve the complex integration of businesses, requiring precise legal documentation, negotiation, and regulatory compliance. TRW’s experience spans across industries, handling both domestic and cross-border transactions.
Key Highlights in Share Acquisition/Takeover
- Textile Industry
- Advised Fakir Fashion Limited on the acquisition of three adjacent garment and knitting factories. This included comprehensive due diligence and drafting of transaction documents.
- Facilitated 100% share acquisition and takeover of Rancon Sweaters Ltd. for Saturn Textiles, navigating contingent tax liabilities and regulatory hurdles.
- Garment and Leather Sector
- Supported Saturn Textiles in the acquisition and takeover of Alfa Patterns (BD) Ltd., a ready-made garments company.
- Assisted Leatherex Footwear Industries Ltd. in acquiring Scape E Moda Ltd. from B.Z. Moda (BD) Ltd.
- Cross-Border M&A
- Advised a major Japanese tobacco company on acquisitions within export processing zones in Bangladesh.
- Supported a co-owner of GMS Composite in corporate restructuring and demerger initiatives.
Legal and Strategic Insights
- Negotiated and prepared critical documents such as Share Purchase Agreements, Shareholder Agreements, and Escrow Agreements.
- Ensured compliance with amended offshore indirect transfer rules to manage capital gains taxation effectively.
Corporate Restructuring: Addressing Complex Challenges
Corporate restructuring enables businesses to optimize resources, streamline operations, and resolve disputes. TRW has guided clients through a variety of restructuring scenarios.
- Privatization and Lease
- Assisted in a high-profile restructuring deal involving the privatization and lease of the Bangladesh Jute Mills Corporation (BJMC), a once-prominent exporter of jute.
- Real Estate and Trust Boards
- Advised clients on utilizing unused land and buildings for strategic gains.
- Reconstituted the Board of Trustees for a renowned educational institution, ensuring compliance with regulatory and governance requirements.
- Fishing and Leather Industries
- Played a pivotal role in the restructuring of a major fishing company involving stakeholders like MARUHA NICHIRO CORPORATION and A.K. Khan & Company Ltd.
- Guided a leather company through complex share dilution, reorganization, and compliance processes.
Share Allotment and Transfer
TRW excels in managing share allotments and transfers, ensuring seamless compliance with local and international regulations.
- Redeemable Preference Shares
- Advised multinational clients on the issuance and redemption of preference shares, considering foreign exchange regulations and cross-border remittances.
- Share Transfer for MNCs
- Supported share acquisition for a Hong Kong-based company, Vanessa Enterprise Ltd., ensuring regulatory and procedural compliance.
- General Corporate Support
- Assisted Ralph Lauren Corp. in the incorporation of its local subsidiary, Ralph Lauren Sourcing Ltd., and provided ongoing secretarial services.
Corporate Advisory: Navigating Complex Regulations
From legal compliance to strategic advisory, TRW provides a comprehensive suite of corporate services.
- Insolvency Law Reforms
- Collaborated with Deloitte and BGMEA to propose reforms for Bangladesh’s insolvency laws, advocating for specialized tribunals and professionals to expedite resolutions.
- Manufacturing Agreements
- Structured innovative outsourcing agreements for a spinning mill, introducing concepts like capacity payment from the power sector to the RMG industry.
- Tax and Trust Management
- Assisted Itochu Corporation in establishing a gratuity deposit fund trust, securing tax exemptions.
Corporate Transactions Practice Guide
The Companies Act 1994 serves as the foundation for corporate activities in Bangladesh, encompassing company formation, M&A, share transfers, and more. TRW Law Firm’s holistic approach ensures clients navigate these complexities with ease.
Legal Due Diligence
- Comprehensive reviews of company, land, tax, bank, police, and court records.
- Drafting agreements and securing necessary approvals and filings.
M&A and Takeover
- Expert handling of 100% share transfers in the garments and textiles sector, addressing labor issues and taxation post-transaction.
Capital Management
- Assisting clients with raising or reducing capital, including the issuance of preference shares and filing with the Registrar of Joint Stock Companies and Firms.
Compliance and Disclosure
- Supporting listed companies with potential ESG disclosures, preparing annual returns, and drafting resolutions for AGMs and EGMs.
Comprehensive Corporate Services
| Service | Details |
|---|---|
| Due Diligence | Comprehensive checks across records for M&A and restructuring. |
| M&A Transactions | Handling share acquisitions, mergers, and takeovers with legal precision. |
| Corporate Restructuring | Strategic advice for reorganizations without liquidation or insolvency. |
| Share Allotments | Advising on issuing redeemable preference shares and compliance with forex regulations. |
| Corporate Advisory | Providing guidance on outsourcing, taxation, and trust management. |
| Compliance Support | Ensuring regulatory adherence, preparing returns, and managing corporate governance. |
Conclusion
With unmatched expertise in due diligence, M&A, corporate restructuring, and advisory services, TRW Law Firm remains a trusted partner for businesses navigating complex corporate landscapes. By prioritizing strategic solutions and meticulous legal support, TRW ensures that its clients achieve their goals efficiently and effectively.