The Bangladesh Securities and Exchange Commission (BSEC) has proposed a comprehensive corporate restructuring framework aimed at tightening oversight of mergers and acquisitions, preventing backdoor listings and strengthening minority shareholder protection in the capital market.
The draft “Bangladesh Securities and Exchange Commission (Corporate Restructuring) Rules, 2026” has been published on the BSEC website for stakeholder feedback within two weeks, according to a press release issued on Saturday.
The proposed framework seeks to establish a unified regulatory process for mergers, amalgamations, acquisitions, demergers, spin-offs and other restructuring activities involving listed companies.
Under the draft, restructuring proposals would require mandatory independent valuation using at least two absolute valuation methods and two relative valuation methods to ensure fair pricing and reduce the scope for manipulation.
The rules also seek to block backdoor listings by restricting the use of restructuring transactions as an indirect route for unlisted entities to enter the stock market without undergoing normal listing scrutiny.
To strengthen investor protection, the framework proposes a high approval threshold from minority shareholders for restructuring deals, effectively giving small investors greater influence over major corporate decisions.
The draft further outlines fixed timelines for regulatory review, requiring stock exchanges to provide observations within 30 working days and BSEC to issue decisions within 45 working days after receiving complete applications.
Companies undertaking restructuring would also face enhanced disclosure obligations, including publication of valuation reports, swap ratios, financial statements, restructuring rationale and risk factors for investors.
The proposed rules require post-court compliance measures, including dematerialised share issuance, updated shareholding disclosures and completion of all regulatory formalities before new securities can begin trading.
The framework additionally includes provisions relating to auditor certification, independent professional assessment and conflict-of-interest restrictions for advisers and valuers involved in restructuring transactions.
Market participants have long called for a dedicated restructuring framework to address legal and procedural gaps surrounding mergers and acquisitions in Bangladesh’s capital market, particularly after several controversial restructuring deals in recent years.
BSEC has invited opinions, recommendations and objections from stakeholders within two weeks, before finalising the rules.
