BANGLADESH LAW AND PRACTICE Contributed by: Shahwar Nizam, Tarannum Tasnim, Mahboob Aziz, Saif Bhuiyan, Farhan Kabir, Tanzim Ahmed and Rizvi Khan, DFDL Bangladesh
6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview The competition law regime in Bangladesh is not fully yet developed. Although the Competition Act was enacted in 2012, the rules and regulations are still in the draft stage. The Bangladesh Competition Com - mission (BCC), formed under the Competition Act, is the major regulatory body responsible for preventing potential anti-competitive practices and for protect - ing the interests of consumers and competitors in the market. The Competition Act restricts mergers that have an adverse effect on competition. In this regard, the BCC is empowered to approve mergers upon receiving applications from the relevant parties. However, the application and approval process is not provided for in the Competition Act, which was supposed to be addressed by separate regulations. In this regard, after a long waiting period, it is under - stood that the BCC is in the final stages of drafting the Bangladesh Competition (Combination) Regulation under the Bangladesh Competition Act 2012, which aims to establish a legal framework for monitoring and controlling mergers, acquisitions and other business combinations that may affect market competition. It is further understood that the BCC has submitted the draft to the Ministry of Law, Justice and Parliamentary Affairs for vetting, but the timeline remains uncertain, particularly given the national election scheduled for February 2026, which creates further uncertainty as the current administration may choose not to finalise the regulation, leaving it for the next government to address. 6.2 Criteria for Antitrust/Competition Review The issue of criteria for antitrust/competition review is not applicable in Bangladesh. 6.3 Remedies and Commitments The issue of remedies and commitments is not appli - cable in Bangladesh.
By obtaining approval from BIDA, companies may also arrange cheaper financing from foreign sources. As per BIDA guidelines, to obtain foreign financing, companies are usually required to maintain a debt-to- equity ratio of 70:30. In this regard, companies may also offer preference shares to banks and institutional investors, which is considered as equity and does not The major laws relating to securities and share mar - kets in Bangladesh are the Securities and Exchange Ordinance 1969 (SEO) and the Securities and Exchange Commission Act 1993 (SECA). In Bangla - desh, securities are primarily traded within the Dhaka Stock Exchange and the Chittagong Stock Exchange. The Bangladesh Securities and Exchange Commis - sion (BSEC), established under SECA, is the regula - tory authority responsible for regulating the trading of securities in Bangladesh. Bangladeshi companies are required to have the consent of BSEC before mak - ing any public offer of securities in Bangladesh. The BSEC issues and publishes rules and regulations from time to time regarding capital market requirements and restrictions. Foreign investors can freely trans - act in listed securities without establishing any pres - ence in Bangladesh. Bangladesh Bank has allowed certain licensed banks to open and maintain special accounts, including a non-resident investor’s taka account for foreign investors dealing in listed securi - ties in Bangladesh. 5.3 Investment Funds Foreign entities including foreign investment funds are generally not made subject to any regulatory review. However, there are certain regulated sectors where there are restrictions on having full or partial foreign shareholders. If a foreign investor, including a foreign investment fund, intends to invest in such sectors beyond the prescribed threshold, it will need to obtain prior permission through the local target company to make the investment. Under such circumstances, the relevant regulator can review its company profile to ascertain its suitability. There are no prescribed criteria that will be reviewed by the regulators, and the discre - tion of the regulators is depended upon. affect the debt-to-equity ratio. 5.2 Securities Regulation
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