M&A, Liquidation, Insolvency & Corporate Litigations

M&A, Liquidation, Insolvency & Corporate Litigations: TRW Law Firm’s Expertise

Introduction

Since its inception, TRW Law Firm has been a trusted legal advisor for clients navigating the intricate realms of mergers and acquisitions (M&A), liquidation, insolvency, and corporate litigations. With over a decade of experience, TRW has not only facilitated successful corporate transactions but also represented clients in high-stakes litigation in Bangladesh’s Company and Bankruptcy Courts. Recognized by Chambers and Partners Asia Pacific Guide, TRW has established itself as a leader in corporate law, praised for its solution-oriented and client-centric approach.

TRW’s Excellence in Corporate Law and Litigation

TRW Law Firm has developed a reputation for delivering tailored solutions to clients facing complex corporate challenges. From advising on mergers and acquisitions to representing creditors and shareholders in bankruptcy proceedings, the firm’s comprehensive expertise ensures optimal outcomes for its clients.

Corporate Recognition and Achievements

• Chambers and Partners, 2021–2024: TRW has been consecutively ranked for six years for Corporate & Finance.
• Chambers and Partners, 2020: was ranked (Band II) for Corporate & Finance, commended as “knowledgeable and very cooperative.”
• Legal 500, 2018: Praised for handling corporate transactions and finance, TRW is recognized as “responsible, responsive, and knowledgeable.”
• Asialaw 2021: TRW was recommended for General Business Law, further solidifying its reputation as a leading corporate law firm.

Expertise in Mergers and Acquisitions (M&A)

M&A transactions are crucial for corporate growth, restructuring, and strategic realignment. TRW provides end-to-end legal services in this domain, ensuring compliance with regulatory frameworks and delivering seamless transaction support.

Key Achievements in M&A

• Facilitated the merger of two companies within the Giant Group, enhancing operational efficiency and market reach.
• Advised on the merger and acquisition of companies within the Crystal Group, ensuring regulatory compliance and protecting shareholder interests.
• Conducted extensive due diligence for a garments company involved in a complex M&A transaction.
• Assisted Coopers in a strategic merger and acquisition project, providing comprehensive legal and strategic support.

Demerger and Restructuring

TRW has also guided clients through demerger processes, helping companies split operations to achieve strategic independence. For instance, the firm advised a co-owner of a leading composite group on the legal and operational intricacies of demerging its business units.

Legal Insights on M&A

Under the amended taxation laws, shareholding requirements for amalgamation have been revised, allowing shareholders holding at least 75% of shares (previously 90%) in the amalgamating company to transition to the amalgamated entity. These changes have made M&A transactions more accessible, with capital gains on the transfer of capital assets now being tax-exempt under certain conditions.

Liquidation: Voluntary and Involuntary

Liquidation serves as a mechanism to wind up a company’s affairs, whether voluntarily by its shareholders or involuntarily due to insolvency. TRW has successfully represented both creditors and companies in these proceedings.

Involuntary Liquidation/Winding-Up

TRW’s notable involvements include:

• Representing CR3 (Singapore) Pte. Ltd., alongside Allen & Gledhill LLP, in recovering dues through a creditor-initiated winding-up proceeding.
• Advocating for UBICO in a liquidation proceeding against a financial institution filed by Bangladesh’s Central Bank.
• Filing a winding-up petition for United Airways (BD) Ltd. on behalf of a Canadian engine supplier, recovering leased assets and unpaid rentals.
• Handling the winding-up of NI Industries Ltd., ensuring equitable outcomes for creditors and stakeholders.

Voluntary Liquidation

For companies seeking to minimize liabilities, TRW has provided strategic advice on voluntary liquidation processes. For example:

• Guided a local subsidiary of an Indian conglomerate through voluntary winding-up via the Registrar of Joint Stock Companies (RJSC).
• Advised foreign branch offices on closing operations while complying with Bangladeshi corporate laws.

Bankruptcy and Corporate Insolvency

Bankruptcy and insolvency laws serve as critical tools for debt recovery and financial restructuring. TRW has played a pivotal role in modernizing these frameworks while representing clients in court proceedings.

Policy Contributions

In collaboration with Deloitte, TRW worked on a BGMEA-commissioned project to upgrade Bangladesh’s bankruptcy and insolvency laws. The project proposed introducing insolvency resolution mechanisms, specialized tribunals, and the inclusion of insolvency professionals to expedite processes.

Bankruptcy Litigation

TRW’s track record in bankruptcy litigation includes:

• Initiating bankruptcy proceedings for MI Industries (India) Pvt. Ltd. against the Ha-meem Group, resulting in an out-of-court settlement.
• Representing Blanko Moda, a foreign company, in bankruptcy proceedings under Bangladesh’s Bankruptcy Court.
• Drafting demand notices under bankruptcy laws for international clients like PIPI & PUPU Di Labuschagne.

Insolvency Representation

For insolvent corporate entities, TRW provides strategic counsel to:

• Secure court declarations of insolvency.
• Develop payment schedules for creditors.
• Assess and enhance commercial viability to ensure long-term sustainability.

Minority Protection and Shareholder Rights

Minority shareholders often face challenges in protecting their interests within corporate entities. TRW has extensive experience in representing minority shareholders in litigation, ensuring their rights are upheld.

Notable Cases

• Represented minority shareholders of Impulse Hospitals Ltd. in litigation to secure equitable treatment.
• Advocated for a minority shareholder in a dredging company, ensuring fair valuation and sale of shares.
• Assisted a U.S.-based creditor, C&L Trading Co. Inc., in recovering dues from an insolvent Bangladeshi company.

Legal Strategies

Under Section 233 of the Companies Act 1994, TRW has successfully filed minority protection cases, enabling clients to recover fair value for their shares and protecting them from oppressive practices.

Corporate Litigation: A Comprehensive Approach

Corporate litigation encompasses a broad range of disputes, from breaches of shareholders’ agreements to challenges against regulatory actions. TRW’s seasoned litigators have achieved remarkable success in high-profile cases.

Key Litigation Examples

• Successfully challenged the National Board of Revenue (NBR) for unlawfully locking the Business Identification Number (BIN) of a company, securing a favorable verdict.
• Represented clients in suits for amending the object clause of companies like Apollo Ispat Complex Ltd. and Samorita Hospital Ltd.
• Filed suits for declaration and enforcement of rights under shareholders’ agreements and articles of association.

Services Offered

• Filing company matter suits for merger, amalgamation, and winding-up.
• Representation in declaration suits for shareholder rights.
• Advising on corporate resolutions, notice drafting, and annual returns filing.
• Assisting in share transfer, acquisition, and takeover negotiations.

Practice Guide: Corporate Opportunities and Legal Challenges

Bangladesh’s rapid economic growth and evolving legal frameworks have created new corporate opportunities and challenges. TRW offers strategic insights to help businesses capitalize on these changes.

Emerging Trends

• M&A Activities: The relaxation of shareholding requirements and tax exemptions has made mergers more attractive.
• Technological Integration: Companies are leveraging AI and advanced technologies to streamline operations, necessitating robust legal frameworks.
• Exit Strategies: Businesses affected by the pandemic are increasingly exploring voluntary liquidation to reduce costs.

Strategic Support

TRW conducts detailed legal due diligence to assess:

• Financial health and operational viability for mergers or liquidation.
• Tax implications and compliance requirements.
• Risks associated with creditor claims and shareholder disputes.

Comprehensive Table of Services

Conclusion

TRW Law Firm’s extensive expertise in M&A, liquidation, insolvency, and corporate litigation makes it a trusted partner for businesses navigating complex legal landscapes. With a commitment to client success and a proven track record of delivering results, TRW continues to set benchmarks in corporate law practice in Bangladesh. Whether representing creditors, shareholders, or corporate entities, TRW’s strategic and solution-driven approach ensures that clients achieve their business objectives with confidence.