BANGLADESH Law and Practice Contributed by: A B M Nasirud Doulah and Amina Khatoon, Doulah & Doulah
5. Negotiation Phase 5.1 Requirement to Disclose a Deal Non-listed companies are not subject to disclo - sure requirements except under antitrust laws or in a court/tribunal-approved scheme of arrange - ment/merger/amalgamation, in which case such disclosures become mandatory to the tribunal and to members and creditors for the approval of such scheme. For listed companies, the mandate of disclosure depends on the principle of materiality as out - lined in the BSEC (Prohibition of Insider Trading) Rules, 2022. The company’s board is required to frame a policy for determination of materiality based on the criteria and guidelines prescribed by the BSEC and make such policy available online. In addition, the following events are required to be disclosed by the company within two hours from the occurrence of the event. Price sensitive information includes: • reports in respect of the financial position, financial performance or any basic informa - tion in respect thereof; • information relating to dividends and corpo - rate declarations; • information relating to changes in corporate structure; namely merger, demerger, acquisi - tion, disposal, conversion or transfer; • information regarding changes in capital structure; • information regarding expansion of business activities, changes, etc; • any other rules or regulations or order or instructions or circular/notification prescribed as price sensitive information made or approved or issued by the Commission;
4.4 Dealings in Derivatives Currently in Bangladesh, derivatives and hedg - ing are allowed only for genuine business needs and cannot be used for speculative business. However, only banks can participate in derivative transactions to profit from such business. Such products include raw material and commodity derivatives, foreign currency options, forward rate agreements and interest rate swaps. Private companies must access these facilities through a scheduled bank licensed by the central bank of Bangladesh. Although the Bangladesh Securities and Exchange Commission (Exchange Traded. Derivatives) Rules, 2019 have already been enacted, the trading of derivatives through stock exchanges has not yet been formulised in Bangladesh. Short sales and/or blank sales effected to manipulate the price of listed security or derivative contracts are also prohibited. 4.5 Filing/Reporting Obligations Banks are required to submit prescribed reports and related statements to the central bank in respect of their and their clients’ derivative trans - actions from time to time, including disclosing the risks, losses, profit variations of their deriva - tive business and any extraordinary situations, according to the financial disclosure require - ments in force. 4.6 Transparency Currently, there is no express requirement that shareholders have to disclose their intention regarding control of the company but the pur - pose of acquisition, in case it triggers a substan - tial acquisition of share rules, is required to be disclosed in the public announcement.
188 CHAMBERS.COM
Powered by FlippingBook