Mergers & Acquisitions (M&A) & Due Diligence

Corporate mergers, divestitures, and equity buyouts demand multi-disciplinary precision to mitigate hidden corporate liabilities. ZCA LEGAL provides comprehensive transaction advisory under Sections 228 and 229 of the Companies Act 1994, BSEC regulations, and the Competition Act 2012.

Full-Cycle M&A Capabilities

• Comprehensive Legal Due Diligence: Conducting multi-tiered audits covering corporate records, land titles, material contracts, labor compliance, tax liabilities, and pending litigation to produce Red-Flag Due Diligence Reports.
• Definitive Transaction Documentation: Drafting and negotiating Term Sheets, Share Purchase Agreements (SPA), Asset Purchase Agreements (APA), and Shareholders’ Agreements (SHA).
• High Court Amalgamation Sanction: Structuring Schemes of Amalgamation, petitioning the High Court Company Bench, convening court-supervised meetings of creditors/members, and procuring final merger sanction decrees.
• Regulatory Clearances: Securing transaction approvals from BSEC, Bangladesh Bank, BIDA, and Competition Commission clearance.
• Closing & Post-Merger Integration: Managing escrow accounts, condition precedent (CP) satisfaction, share transfers (Form 117), and RJSC filings.

Delivering Transaction Value

We ensure that our clients acquire corporate assets with clean title, ring-fenced liabilities, and enforceable shareholder protections.