BANGLADESH Law and Practice Contributed by: Nasirud Doulah and Amina Khatoon, Doulah & Doulah
shareholding. If such a setup is not within the spe - cialised zone authorities (such as the Bangladesh Economic Zone Authority, the Bangladesh Export Processing Zone Authority, the Hi Tech Park Authority, etc), then it is considered to be within the jurisdiction of the Bangladesh Investment Development Authority. National Board of Revenue It supervises tax-related aspects of M&A deals in Bangladesh and the implementation of double taxa - tion avoidance treaties. 2.3 Restrictions on Foreign Investments The Foreign Private Investment (Promotion and Pro - tection) Act, 1980 grants protection to foreign invest - ments in Bangladesh, including fair and equitable treatment, protection against discrimination, protec - tion against unilateral changes that adversely alter operating conditions and protection against unlawful expropriation. Private investment is allowed in all sectors except arms and ammunition and other defence equipment and machinery, forest plantation and mechanised extraction within the bounds of reserved forests, the production of nuclear energy and security printing. In addition, there are 17 controlled sectors that require prior clearance/permission from the respective line ministries/authorities (by way of public procurement, licensing or public-private partnership) as follows: • fishing in the deep sea; • bank/financial institutions in the private sector; • insurance companies in the private sector; • the generation, supply and distribution of power in the private sector; • the exploration, extraction and supply of natural gas/oil; • the exploration, extraction and supply of coal; • the exploration, extraction and supply of other mineral resources; • large-scale infrastructure projects (eg, flyover, elevated expressway, monorail, economic zone, inland container depot/container freight station); • crude oil refinery (recycling/refining of lube oil used as fuel); • medium and large industries using natural gas/con - densate and other minerals as raw material;
• telecommunications service (mobile/cellular and land phone); • satellite channels; • cargo/passenger aviation; • sea-bound ship transport; • seaports/deep seaports; • VOIP/IP telephone; and • industries using heavy minerals accumulated from sea beaches. While discrimination against foreign investors is not widespread, the government frequently promotes local industries and some discriminatory policies and regulations exist. For example, the government requires a majority or more than majority local own - ership of new shipping, logistics, freight forwarding, banking and insurance companies, etc, albeit with exemptions for existing foreign-owned firms. 2.4 Antitrust Regulations As per the Competition Act, 2012, any combination (including any M&A transaction) that would have an adverse effect on competition is prohibited. Bangla - desh Competition Commission (BCC) has wide pow - ers, among other things, to investigate any combina - tion, either on its own motion or following a complaint from any third party. Statutory and regulatory authorities can seek a reference from the commission to determine whether a proposed combination is anti-competitive. The commission will issue its decision within 60 days. The commission has not yet defined the meaning of “significant adverse effect” or established the rele - vant thresholds for mandatory approval. Pending the introduction of such rules, the commission retains broad discretion to assess the competitive effects of any combination. If, during or after completion of an investigation, the respondent, the commission and the complainant agree on the terms of an appropriate order, the commission will confirm the agreement as a consent order, subject to: • publication of the order in the Official Gazette within seven working days for comments within a period of 30 days; • the commission receiving, reviewing and hearing representations from third parties with a material interest;
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