Answer ... (a) Commercial/corporate
The bylaws should be carefully examined to ascertain the appropriate level of management that is required to authorise the transaction. Validation of the continuity of shareholdings and directorships as per the company returns is also important.
(b) Financial
Shareholder loans/share money deposits (ie, capital deposited by shareholders for the intended purchase of shares) should be accounted for. All informal related-party transaction should be accounted for and settled, and appropriate contracts executed.
(c) Litigation
It is not possible to conduct a litigation search at the courts of first instance, but it is possible to conduct an electronic search at the higher courts.
(d) Tax
It is important to ensure that all transaction of the target is made subject to appropriate indirect and direct taxes; and even if tax certificates are available, at least last six years of tax filings should be validated for the allocation of tax obligations. The possible carry-forward of losses should also be validated.
(e) Employment
Policies and contract templates should be validated, especially if there have been any unaccounted severance payment obligations in the past and if appropriate allocations have been made for the future. Relevant workers’ profit participation fund liabilities, if relevant, should be taken into account.
(f) Intellectual property and IT
It is important to ensure that all technology assistance or licensing fees are being paid under proper contracts and authorisations entered into by the target.
(g) Data protection
Relevant data-handling policies of the target should be validated against the requirements of relevant laws, especially the Digital Security Act, 2018. If any lack of consent issue is identified, this may constitute a condition precedent.
(h) Cybersecurity
Cybersecurity aspects are not that relevant from the Bangladesh perspective and currently there are no data localisation requirements, except in some industries such as banking and telecommunications.
(i) Real estate
In Bangladesh, up-to-date mutation does not guarantee a clean title. As such, for substantial projects, it is important to check the chronological title transfers for real estate and suggest appropriate disclosure and indemnification.