BANGLADESH Law and Practice Contributed by: A B M Nasirud Doulah and Amina Khatoon, Doulah & Doulah
• any other information determined by the Commission by notification published in the Official Gazette from time to time; • disclosure of modification opinion and emphasis of matters (if any) in the auditor’s report of Audited Financial Statements shall be disseminated as price sensitive informa - tion; and • the credit rating result shall be disseminated as price sensitive information. Material information includes: • factors related to changes in financial condi - tions; • information relating to corporate declaration; • information regarding changes in corporate structure, such as: (a) acquisition or disposal of any assets of 5% or more of the existing assets; (b) merger with another company or sub - stantial acquisition of shares of any com - pany and acquisition of any company, etc; (c) demerger of any unit of the company; (d) conversion or winding up of any unit of the company; (e) changes of corporate activities through capital reorganisation or merger or de - merger; (f) proposals to take over the authority of any company or proposal for acquisition of internal services; (g) changes of ownership which may affect the control of the company; and (h) changes of name or address, etc; and • information regarding changes in capital structure, such as: (a) any decision relating to private or public or rights offer of securities or changes in its capital structure; (b) systematic repurchase or redemption of securities;
(c) any decision relating to consolidation of shares, exchange of shares, conversion of any security into equity security or con - version of debentures into shares; and (d) significant changes relating to the rights of security-holders, etc. 5.2 Market Practice on Timing In line with the requirements outlined in 5.1 Requirement to Disclose a Deal , market prac - tice on the timing of disclosures conforms with the legal requirements. Companies disclose the deal upon entering into binding definitive agree - ments. 5.3 Scope of Due Diligence Purchasers generally engage separate teams to perform legal, business and financial due dili - gence on the target. Legal due diligence in gen - eral covers the following aspects: • share capital and corporate governance; • indebtedness and financial arrangements; • regulatory matters, and compliance with pub - lic listing regulation (for listed companies); • licenses and government authorisations; • material contracts; • tax; • intellectual property; • employment and pensions; • real estate; • environment; • information technology and data manage - ment; • litigation and disputes; and • insurance. 5.4 Standstills or Exclusivity Exclusivity is usually demanded during the nego - tiation of the term sheet until closing. Unless multiple bidders are involved, parties generally agree to exclusivity for an agreed time. In gen -
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