26 PwC | Destination Bangladesh
Merger and Acquisition (M&A) framework for
Bangladesh
Preferential trade policies
Preferential trade benefits
European Union
The US
Additional policies for protecting foreign investments
The policy on the Merger and Acquisition (M&A) of companies is
mentioned through Section 12-14 of the Companies Act, 1994.
According to Section 12, companies willing to go through M&A
must seek approval from the court.
Currently, a company planning on merging with another company
must seek approval from the existing shareholders, based on
Company Act 1994, followed by ratification from the court.
According to the proposed guidelines, the court would remain the
sole authority for ratifying merger between two organisations.
Bangladesh has bilateral agreements and investment treaties with
the following countries.
Bilateral agreements: Belgium, Canada, China, Denmark, France,
Germany, India, Italy, Japan, Poland, Romania, Singapore, South
Korea, Sri Lanka, Sweden, Thailand, The Netherlands, United
Kingdom.
Ongoing negotiations for bilateral agreements: US, Iran,
Philippines, Qatar, Australia, Nepal, Turkey, Indonesia, Cyprus,
Norway, Finland and Spain.
Investment treaties: Belgium, Canada, France, Germany, Iran,
Italy, Japan, Malaysia, Pakistan, Philippines, Poland, Republic of
Korea, Romania, Switzerland, Thailand, The Netherlands, Turkey,
UK, US, Indonesia.
Ongoing negotiations for investment treaties: Negotiations are
ongoing with India, Hungary, Oman, Moldova, DPRK, Egypt,
Austria, Mauritius, and Uzbekistan.
Bangladesh enjoys several trade benefits, which provide
significant cost advantages while competing in international
markets. However, the country is predominantly benefitting from
exporting to the EU, which has provided free entry to all kinds of
goods and services.
Bangladesh benefits from EU’s Generalized Scheme of
Preferences (GSP), namely the Everything But Arms (EBA)
arrangement, which grants duty and quota-free access for all
items, except arms and ammunition. Under the framework of the
EU-Bangladesh joint co-operation Agreement, ratified in 2001,
engagements between the two regions can include a variety
of activities from trade and economic development to good
governance and environment regulation. Bangladesh’s export
to EU is dominated by apparel, which contributes 90% of total
export.
United States is the single largest export destination for
Bangladesh and in FY 2017-18, the latter exported goods worth
USD 5.98 billion. Bangladesh used to enjoy Generalized System
of Preferences (GSP) in the US market till 2013. In response to
US’s cancellation of GSP, Bangladesh is currently negotiating
a new trade agreement with the US, under the Trade and
Investment Facilitation Agreement (TCFA) arrangement. The
agreement, signed in November 2013, provides a platform for
discussing trade and investment-related issues and other areas of
common interest.
• Bangladesh is a signatory to MIGA (Multilateral Investment
Guarantee Agency) which insures investors against political
risks. MIGA is an Investment Guarantee Agency of the World
Bank Group that guarantees foreign investors against losses
incurred due to non-commercial risks and encourages FDI.
MIGA’s guarantee protects investors from the risks of currency
transfer, exploitation, war and civil disturbances. MIGA is only
restricted to de-risking new investments, privatisation and
financial restructuring.
• Overseas Private Investment Corporation (OPIC), a US-based
organisation, insures incoming US investments to frontier
markets like Bangladesh. OPIC provides the necessary
guarantee for foreign investors in case of unforeseen major
events such as civil war, expropriation and natural calamities.
• Bangladesh is a signatory of International Centre for
Settlement of Investment Disputes (ICSID), an organisation
that settles investment disputes between states and nationals
of different countries. ICSID seeks to encourage greater
flow of international investment by providing facilities for the
conciliation and arbitration of disputes between governments
and foreign investors.