BANGLADESH Law and Practice Contributed by: Nasirud Doulah and Amina Khatoon, Doulah & Doulah
• the consent order being made as agreed and pro - posed with or without changes; and • the commission’s refusal to issue the order if addi - tional information warrants this. On a separate note, only in the telecom sector has significant market power been determined to have 40% or more subscriber, revenue or spectrum shares. 2.5 Labour Law Regulations The primary legislation governing employment in Bangladesh is the Labour Act 2006 (Labour Act), supplemented by the Bangladesh Labour Rules 2015 (Labour Rules), together with the Labour Regula - tions. A “worker” is defined as any person, includ - ing an apprentice, employed in any establishment or industry (either directly or through a contractor) to do any skilled, unskilled, manual, technical, trade, promo - tional or clerical work, for hire or reward. Employees in administrative, managerial or supervisory positions are considered “non-workers” and their employment is subject to mutual agreement. There are no statutorily prescribed consultation or consent requirements under the Bangladesh Labour Regulations for undertaking a restructure, such as an M&A deal, unless so specified in any collective agree - ment. However, from a local perspective, employees generally seek provisioning of their accrued benefits before such a change in control. When an amalgamation or transfer of undertaking takes place as per Section 229 of the Companies Act, 1994, where the whole or any part of the undertak - ing and the property of any company concerned is to be transferred to another company, liabilities are also transferred with such transfer and generally include employees unless otherwise agreed among the par - ties and so ordered by the court. However, even in such a transfer of undertaking, employees are not protected against dismissal unless otherwise agreed or ordered by the court. For workers, the Labour Act has established two forms of redundancy as follows: • retrenchment – means the termination of the ser - vices of workers by the employer on the grounds of redundancy; and
• lay-off – means the failure, refusal or inability of an employer to give employment to a worker on account of a shortage of coal, power or raw mate - rial or the accumulation of stock or the breakdown of machinery. If, by way of transfer, the workplace of an employee shifts within 40 km of the employee’s former usual workplace, the employment contract may be termi - nated and the employee shall be entitled to benefits as would have been payable for the employee’s voluntary resignation. If the workplace is more than 40 km away, the employment contract may be terminated and the employee shall be entitled to benefits as applicable to a retrenched employee. In a business transfer by way of an itemised sale of assets and liabilities, where the transferor and trans- feree retain their identities, there is no automatic trans - fer of employment. Employee consent is required for a transfer between employers. As a result, the transfer of employment can be implemented through one of the following methods: • a joint letter issued by both the transferor com - pany and transferee company to the employees, informing them of the transfer of their employment following the Transfer Conditions, which include provisions confirming termination by the transferor, reemployment by the transferee and segregation of severance benefits or carry forwards; or • voluntary resignation by each employee from the transferor company and simultaneous engagement by the transferee company. 2.6 National Security Review So far, the regulators have not established any such national security review of acquisitions in Bangladesh. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments After the Robi-Airtel merger ( Robi Axiata Limited and another v Registrar, Joint Stock Companies and Firms and another , 22 BLC (2017) 337) case, which revisited the basic framework for amalgamation (merger) under
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