BANGLADESH Law and Practice Contributed by: A B M Nasirud Doulah and Amina Khatoon, Doulah & Doulah
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Since the Robi-Airtel merger (Robi Axiata Lim - ited and another v Registrar, Joint Stock Com - panies and Firms and another, 22 BLC (2017) 337) case, which revisited the basic framework for amalgamation (merger) under Sections 228 and 229 of the Companies Act, 1994, there have not been any noteworthy court decisions. Other legal developments include the following. • Offshore indirect transfer (OIT) rules – the Income Tax Act 2023 (repealed Income Tax Ordinance, 1984) imposes a 15% capital gain tax over the acquisition/transfer of securities, stocks and assets. With the necessity trig - gered from divestment of telecoms assets of Warid to Airtel, the OIT Rules, 2022 have been enacted to outline the methods of computation of such tax liabilities arising out of an offshore indirect transfer of any asset in connection to Bangladesh. • Prohibition on insider trading revisited ‒ the BSEC (Prohibition on Insider Trading) Rules, 2022 have been enacted to replace their predecessor. The new law obligates compa - nies to develop their own policy to restrict insider trading and provides an extended coverage of matters to be treated as price- sensitive/material information as outlined in 5.1 Requirement to Disclose a Deal . • Disclosure of beneficial ownership ‒ the Bangladesh Financial Intelligence Unit of the central bank has enacted the Guidelines for Beneficial Owners making it mandatory for any individual beneficiary owner to declare its identity once such person becomes the beneficiary owner of 20% or more shares or control over any business in Bangladesh.
If, by way of transfer, the workplace of an employee shifts within 40 km of the earlier usual workplace such employment contract can be terminated and the employee shall be entitled to benefit as would have been payable for such employee’s voluntary resignation. If the workplace shifts beyond 40 km, then such employment contract can be terminated and the employee shall be entitled to benefits as appli - cable to a retrenched employee. In a business transfer by way of itemised sale of assets and liabilities where the transferor and transferee retain their identity, there is no auto- matic transfer of employment. The consent of employees is required for a transfer from one employer to another. As a result, the transfer of employment can be implemented through one of the following methods: • a joint letter issued by both the transferor company and transferee company to the employees, informing them of the transfer of their employment following the Transfer Con - ditions which include provisions confirming termination by the transferor, reemployment by 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 To date, the regulators have not established a national security review of acquisitions in Bang - ladesh.
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