Bangladesh, which has had spectacular economic development, has emerged as one of Asia’s most remarkable nations and is ready to become the next Asian Tiger.
Bangladesh, classified by Goldman Sachs and JP Morgan as a Next Eleven emerging market and one of the Frontier Five developing economies in the world, is expected to acquire middle-income nation status by 2021 and to become the world’s 24th biggest economy by 2033. Unsurprisingly, Bangladesh has attracted a large amount of FDI as well as a surge in inward merger and acquisition Mergers and Acquisitions transactions and operations.
A highly competitive workforce, export-oriented industrialization, and an investor-friendly climate have all prepared the path for foreign investment in Bangladesh. Between 2018 and 2019, Bangladesh had some of the highest FDI inflows in its history. The purchase of Dhaka Tobacco by Japan Tobacco Inc for US$1.47 billion (roughly 124 billion Bangladeshi taka) by Japan Tobacco Inc was at the forefront of major Mergers and Acquisitions activity.
Despite the global covid-19 epidemic, Bangladesh has seen some of the greatest intra-group, private, and public Mergers and Acquisitions transactions in the country’s history in 2020. Unilever’s purchase of GSK Bangladesh for the Dhaka Stock Exchange, with a record trading value of 20.2075 billion Bangladeshi taka, and Akij Group’s acquisition of Janata Jute Mills for around 7 billion Bangladeshi taka, are examples.
While Bangladesh’s astounding GDP average growth of more than 8% in 2018 and 2019 is expected to fall to 5.2% in 2020 due to the covid-19 pandemic, Bangladesh has the potential to attract increased FDI in the region given that Japan, Korea, the United States, the United Kingdom, and the European Union are considering relocating factories from China. Chinese investments continue to pour into Bangladesh as part of the Belt and Road Initiative. As a result, the flood of FDI into Bangladesh, as well as Mergers and Acquisitions activity, will not only continue, but will increase, since efforts to mitigate the effect of the covid-19 epidemic have already achieved significant traction.
A general overview of the legal framework for mergers and acquisitions
The overall legal structure
In Bangladesh, mergers and acquisitions are controlled by a mix of commercial and industry-specific rules. The Contract Act 1872, the Companies Act 1994, and the Competition Act 2012 are the primary legislation that regulate Mergers and Acquisitions transactions in Bangladesh. Furthermore, public limited companies, including listed companies, must comply with the Bangladesh Securities and Exchange Commission Acts 1993, the Securities and Exchange Ordinance 1969, and the Bangladesh Securities and Exchange Commission (Substantial Acquisition of Shares and Takeovers) Rules 2018, as well as other security laws and by-laws promulgated by regulators from time to time. Foreign investment and currency transactions must also adhere to the Foreign Exchange laws Act 1947, the recommendations for Foreign Exchange Transactions, and other laws, circulars, and recommendations issued by Bangladesh Bank, the country’s national regulatory bank.
In addition, industry-specific rules must be followed. Bank Companies Act 1991, Financial Institution Act 1993, Bangladesh Telecommunication Act 2001, Telegraph Act 1885, Petroleum Act 2016 and National Digital Commerce Policy 2018, as well as applicable regulations and by-laws made thereunder, are examples of such legislation.
Acquisitions including rebranding, IP rights on inventions, trademark transfers, design patent transfers, and so forth will also need adherence to the Trademark Act 2009, the Trademark Rules 2015, the Patent and Design Act 1911, and the Rules of 1933.
As a result, in the lack of a comprehensive Mergers and Acquisitions legislation, a variety of laws and regulations regulate Mergers and Acquisitions transactions. The following section summarizes some of the main statutes.
The contract law of Mergers and Acquisitions
Transaction papers in an Mergers and Acquisitions transaction, such as shareholders’ agreements, share purchase agreements, joint venture agreements, and so on, are generally regulated by contract law. The Contract Act 1872 governs and regulates the rules of contracts in Bangladesh. It establishes certain key elements behind the formation of a contract, such as requirements with respect to the contract’s parties, capacity of the parties, offer and acceptance, lawful consideration, free consent, intentions to create a legal relationship, lawful purposes and object, certainty, specific subject matter, performance possibilities, formalities, and that the contract has not been declared void by or under any existing Bangladeshi laws.
The corporations Act 1994, which is the main piece of law in Bangladesh, governs all corporations in Bangladesh, including completely owned subsidiaries of foreign firms and joint venture companies. The Companies Act of 1994, along with the Companies Rules of 2009, contain detailed laws governing most, if not all, aspects of company law, such as rules and procedures for the distribution of company share capital and provisions for the reduction of share capital, management and administration of companies, procedures and rules for holding required meetings, appointment of company directors, and so on.
Mergers and acquisitions must typically comply with the target company’s and its stakeholders’ corporate compliance obligations, including those required under the firms’ memorandum and articles of association, as well as the firms Act and Rules. Mergers, in particular, need the completion of the procedures outlined in the Companies Act of 1994, and the Company Bench of the High Court Division of the Supreme Court of Bangladesh has the authority to issue the appropriate rulings. Merger proposals are initially presented to the individual firms’ boards of directors for approval. Following board approval, an application under Sections 228 and 229 of the Companies Act 1994 must be brought before the company bench.
Sections 228 and 229 provide the court supervisory authority. The court defers to the proposed Mergers and Acquisitions deal’s business judgments, subject to compliance with legal requirements. Following that, the court’s ruling authorizing the merger must be filed to the Registrar for Joint Stock Companies and Firms for the appropriate action during the implementation phase.
In sanctioning the merger of Axiata and Bharti Airtel’s Bangladeshi operations in 2016, the court was mindful of its responsibility to protect the public interest, as the two telecoms firms’ subscriber bases were around 32 million, and it thus considered socio-economic factors such as consumer interest, employee interest, and government revenue.
Security regulations of Mergers and Acquisitions
If one or more of the parties participating in an Mergers and Acquisitions transaction, including asset purchases, share acquisitions, amalgamation, and so on, is listed on a stock exchange or is otherwise a public limited business, the transaction will be subject to Bangladesh’s relevant security laws. This contains the Bangladesh Security and Exchange Ordinance 1969 and the many by-laws adopted by the Bangladesh Security Exchange Commission (BSEC) under it from time to time.
The BSEC is a crucial regulator in the regulation and approval of Mergers and Acquisitions transactions involving public limited firms, including listed corporations, and some private limited companies. The BSEC (Substantial Acquisition of Shares and Takeover) Rules 2018, however, have granted exemption to companies under Public-Private Partnership (PPP), public limited companies with a total capital not exceeding 10 million Bangladeshi taka and private limited companies with a total capital not exceeding 100 million Bangladeshi taka at any given time after making an issue of capital.9
Foreign exchange and the regulatory framework of central banks
Foreign investors are required under the Foreign Exchange Regulation Act 1947 to seek prior authorization before taking over a Bangladeshi firm held by Bangladeshi residents. The Bangladesh Bank, the country’s central bank, and its Banking Regulations and Policy Department play an important role in regulating financial transactions related to mergers and acquisitions, including the granting of general or special exemptions.
While the central bank has relaxed foreign exchange rules in recent years, including those governing the repatriation of profits and share sale proceeds, a few Bangladesh Bank decisions approving foreign transactions involving Mergers and Acquisitions transactions have set an unfavorable precedent. For example, in the global merger of Holcim and Lafarge, two of the world’s leading cement companies, the Bangladesh Bank deemed the agreed transaction price of US$117 million between the two parties and their respective subsidiaries in Bangladesh to be ‘too high,’ and only approved the repatriation of US$62.5 million. Despite the Bangladesh Bank’s retention of discretion in determining purchase price, there are certain issues about the valuation technique controlling the exercise of discretion, making repatriation of sale profits problematic at times.
Corporate and takeover law developments and their implications
2018 BSEC (Significant Acquisition of Shares and Takeover) Rules
The new 2018 Rules on the Significant Acquisition of Shares and Takeover have superseded the 2002 Rules, which is a good shift in Mergers and Acquisitions legislation. The Rules permit major acquisitions of shares in a publicly traded firm via cash purchases from the securities exchange and negotiated arrangements, both inside and outside the exchange’s trading system. The Rules also provide a provision for requesting an exception from the limits imposed by them.
2020 Companies (Amendment) Act
On February 25, 2020, the National Parliament of Bangladesh enacted an amendment to the Companies Act of 1994. The primary legislative goal of this amendment is to eliminate the necessity for a corporation to have a seal in order to be registered.
Companies (Second Amendment) Bill 2020 (National Parliament Bill No. 23 of 2020) – proposed One-Person Company
Under Bangladeshi legislation, a corporation must now have at least two shareholders and two directors. The Second Amendment Bill seeks to amend the Companies Act of 1994 to include the idea of a One-Person Company (OPC). If enacted, the Bill would certainly increase foreign direct investment in Bangladesh and open the path for more mergers and acquisitions. One constraint in the draft amendment is the proposed requirement that the OPC’s only shareholder be a real person. However, the goal of such a rule may be to prevent the formation of shell businesses and money laundering. This may dissuade international firms from incorporating an OPC, since they frequently want to retain the whole ownership.
Bangladesh Bank Circular No. 01 (5 February 2020)
This circular is intended to facilitate the transfer of residual money due to foreign shareholders in the event of the company’s insolvency. In the event that a company is wound up by the court or is under the supervision of the court, the authorised dealers must submit an application to the Bangladesh Bank for remittance along with an order of the court evidencing endorsement of the amount determined to be distributed to the shareholders.
Bangladesh Bank Circular No. 02 (5 February 2020)
This circular set specific standards for share money deposits, which are anticipated to benefit foreign investors purchasing shares in a Bangladeshi firm. The circular established many principles to safeguard foreign investors’ legal rights. They include the concerned firm fulfilling the procedures of share issuance within 360 days of receiving the share money deposit from the foreign investor, and the share money deposit not being utilized for any purpose other than the company’s core business.
2018 National Digital Commerce Policy
The government implemented the National Digital Commerce Policy 2018 in 2018, which barred foreign companies from acquiring digital commerce enterprises without first creating a joint venture with a local company. This legislation discouraged prospective players such as Amazon and Alibaba from entering the country’s digital marketspace. In the aftermath of the coronavirus pandemic, the government issued the National Digital Commerce (Amended) Policy 2020, eliminating the requirement of forming a joint venture with a local company and allowing wholly foreign owned e-commerce entities as long as they complied with the country’s laws and regulations.
Important covid-19 impulses
To boost export commerce in the midst of the covid-19 outbreak, the Export Development Fund refinancing limitations have been lowered. To boost foreign investment and counteract the financial crisis caused by the epidemic, non-residents’ balances in non-resident investors’ taka accounts may now be utilized to acquire foreign end mutual funds. Non-resident Bangladeshis are also now permitted to deposit money earned overseas in Bangladeshi banks’ taka accounts. Non-banking financial institutions (NBFIs) have been given permission to extend the terms of term loans and leases.
Foreign participation in mergers and acquisitions
Outbound purchases by Bangladeshi individuals or investors are uncommon in Bangladesh, owing to authorities’ cautious approach and the absence of a legal structure for such external investment. The majority of Mergers and Acquisitions deals involve foreign organizations purchasing domestic or international enterprises via incoming remittances in the form of FDI.
According to the Foreign Investment & External Debt Management Cell, Statistics Department, Bangladesh Bank, the United Kingdom tops the table of net FDI inflows in the first quarter of 2020, with US$117.8 million of investment. Power, food, and banking are among the key investment industries. Norway came in second with an FDI influx of US$68.93 million, mostly in the telecoms industry. The UAE came in second with $51.23 million, mostly in the electricity and construction industries.
Foreign investment flowed in at $2.88 billion and $3.88 billion during fiscal years 2018-19 and 2019-20, respectively. UNCTAD assessed the overall FDI stock in 2019 at $16.4 billion. China, South Korea, India, Egypt, the United Kingdom, and the United Arab Emirates among the country’s major investors.
Major transactions, major trends, and hot industries
The following are examples of noteworthy Mergers and Acquisitions transactions in Bangladesh.
Evercare and the UK’s development financing organization, CDC Group, have just purchased a majority position in STS Holdings Ltd, the infrastructure owner and operator of Apollo Hospitals in Dhaka, representing an FDI of over 10 billion Bangladeshi taka. Despite the covid-19 epidemic, the deal was completed in the first part of 2020.
During the covid-19 epidemic, Bangladesh’s Akij Group, which owns the world’s biggest jute yarn production business, paid around 7 billion Bangladeshi taka for Janata Jute Mills.
Despite the current covid-19 problem, Anchorless Bangladesh, a US-based venture capital company, has invested in Loop Freight, a digital logistics platform start-up, with a US$600,000 seed financing in May 2020.
Unilever purchased an 81.98% share in GlaxoSmithKline (GSK) Bangladesh Ltd from Setfirst, a GSK Group member, in June 2020, setting a Dhaka Stock Exchange record for an individual firm, valued for a total of 20.2075 billion Bangladeshi taka.
Heidelberg Cement finalized the acquisition of 100% ownership of Emirates Cement Bangladesh Limited and Emirates Power Company Limited from UltraTech Cement Middle East Investment Limited in December 2019 for approximately 1.83 billion Bangladeshi taka. They are also said to be interested in purchasing Meghna Energy, a captive power facility in the Narayanganj area.
During 2018 and 2019, Bangladesh saw some of its most significant Mergers and Acquisitions deals. In November 2018, Akij Group set a record when it sold its whole tobacco company, Dhaka Tobacco, to Japan Tobacco Inc for a whopping $1.47 billion.
In April 2018, an unusual Mergers and Acquisitions deal occurred between Alipay, an affiliate of Alibaba Group, and bKash, with Alibaba Group purchasing 20% of the latter. Neither bKash nor Alipay provided a financial estimate for the transaction.
In 2018, a Chinese consortium led by the Shenzhen and Shanghai trading exchanges paid $125 million for a 25% share in the Dhaka trading Exchange.
In the same year, Beximco Pharmaceuticals Limited acquired about 85 percent of Nuvista Pharma Limited.
There have been a few notable telecom acquisitions in recent years, including Malaysia’s Axiata’s purchase of telecom operator Aktel, which was later rebranded as Robi; India’s Airtel’s purchase of Warid Telecom; and Egypt’s Orascom Telecom’s purchase of Sheba Telecom. SingTel’s purchase of large shares in City Cell and NTT DoCoMo’s acquisition of Aktel’s shares were two important acquisitions in the sector.
Pathao, a ride-sharing app in Bangladesh, has secured equity funding from a number of investors, including Indonesia’s Go-Jek, apparently at a value of more than $100 million.
Siam City Cement, one of Thailand’s leading cement makers, purchased Cemex Cement Bangladesh Ltd in 2016.
Transcom, Bangladesh’s largest corporation, purchased the local Philips and Pepsi businesses from their prior foreign owners.
Mergers and Acquisitions are uncommon in the banking industry. According to reports, three local business groups have been in talks with Bangladesh Bank about taking over the management of People’s Leasing and Financial Services (PLFS). Oriental Bank was previously bought by ICB Financial Group, another Malaysian conglomerate. Summit purchased a stake in ICB Bank in 2010. B Banking Group, which purchased Oriental Bank and rebranded it ICB Islamic Bank Bangladesh, has chosen to sell its whole interest for US$55 million.
Intra-group mergers and acquisitions are increasingly being employed for group restructuring and commercial strategy in order to maximize profit while reducing operational expenses. The board of directors of the publicly traded United Power Generation and Distribution Company Limited, for example, has agreed to buy two United Group power plants: United Anwara Power Ltd and United Jamalpur Power Ltd.
Construction and engineering, healthcare, power development, digital commerce, telephony, communication, ready-made clothes, and banking and finance are now generating the highest interest for potential Mergers and Acquisitions deals, according to trends. Furthermore, international investors are increasingly interested in the electricity, energy, and petroleum industries.
Mergers and Acquisitions financing: major sources and trends
To fund the purchase, the acquiring business may seek loan financing from local banks and NBFIs. Foreign investors may utilize such finance via their Bangladeshi subsidiaries. This is conditional on providing adequate collateral. Following the purchase of the target firm, a variety of debt-based financing options may be used to pursue the acquirer’s goals. This comprises working capital loans and different sponsored credit facilities.
In Bangladesh, syndicated loans and other structured financing are also accessible. Debt restructuring is often included in Mergers and Acquisitions deals. Furthermore, depending on the transaction structure, non-funded credit facilities such as bank guarantees may be important and employed.
Foreign-source private borrowings
Borrowings or credit may be obtained by private sector industrial businesses from recognized lenders such as international banks, international capital markets, and multilateral financial organizations, as well as export credit agencies and equipment suppliers. Bridge finance may also be obtained from overseas equity investors.
Foreign borrowings, on the other hand, will need prior clearance from the Bangladesh Investment Development Authority, as well as approval from the central bank’s inspection committee. The proposed interest rate must be competitive with current lending rates in international markets in the relevant currencies for the appropriate term. Typically, the interest rate should be determined by the current government treasury bond rate in that currency for the duration of the loan, plus a reasonable nation risk premium.
Equity-based funding from Bangladesh’s capital market, which has two stock exchanges, may potentially be considered by investors. Investors must follow Bangladesh securities regulations and must get prior clearance from the Bangladesh Securities and Exchange Commission.
Bangladesh’s corporate bond market is still in its infancy, with few publicly traded company bonds. Companies have been deterred from floating the option due to a lack of demand for such debt products.
Bangladesh’s labor and employment legislation is largely codified under the Labour Act 2006, as modified, and the Labour Rules 2015. The Labour Act of 2006 addresses employment and service conditions, maternity benefits, worker health, hygiene, and safety, working hours, leave, wages and payment thereof, compensation for injury caused by accident, trade unions and industrial relations, dispute resolution, worker participation in company profit, provident funds, apprenticeships, dismissal, termination, and separation, among other relevant provisions.
There are no laws or restrictions in the Labour Act of 2006 that apply expressly to Mergers and Acquisitions transactions. However, there has not been much worry about intra-group M&A transactions that would demand governmental involvement. However, both private and public transactions must consider the effect of Mergers and Acquisitions transactions on workers and the protection of their rights and interests. Currently, as shown in the Robi merger case, the High Court plays a critical role in protecting workers’ rights and interests in Mergers and Acquisitions transactions that may have an unfavorable effect on employee rights. Parties to an Mergers and Acquisitions transaction are expected to do extensive due diligence on the target company’s employment law compliance.
The Income Tax Ordinance, 1984 (ITO) is the primary piece of law controlling income tax in Bangladesh, and it is amended and added to on an annual basis via the Finance Acts that are issued each year. The Income Tax Rules 1984 adopted by the National Board of Revenue (NBR), Bangladesh’s regulatory body for tax administration, supplement the ITO. Furthermore, the NBR issues statutory regulatory orders and general orders on an as-needed basis.
Taxation in conjunction with mergers and acquisitions
The purchase of shares is referred to as acquisition. On the share transfer, stamp duty of 1.5 percent of the agreed purchase value is due. The transfer of dematerialised shares, on the other hand, is exempt from stamp duty. The seller is obligated to pay a 15% capital gains tax. Subtracting the purchase and development costs from the selling price yields the capital gain.
Capital gains made by firms and companies from transferring public company shares listed on stock exchanges are taxed at a lower rate of 10%, and 5% for sponsor shareholders and directors of banks, financial institutions, insurance companies, merchant banks, leasing companies, portfolio management companies, stock dealers, or stockbrokers. These profits are not taxable for other people. Capital gains earned by a non-resident assessee by transferring stocks or shares in a publicly traded corporation are free from tax if they may apply equivalent exemptions in their home country.
A stamp duty of 3% of the purchase price for the transfer of any immovable or moveable property applies to the sale of other assets in the course of an Mergers and Acquisitions transaction. In addition, a 1% local government tax and a 2% registration charge of the property value are levied on the transfer of immovable property. With the exception of a demerger, there is no exemption from stamp duty on an asset sale or transfer.
If certain circumstances are met, an asset sale structured as a merger in line with income tax regulations may be tax neutral for the parties involved. The structure of a demerger is tax neutral. Following a demerger, the transfer of the undertaking is handled in the same manner as a share sale.
All other asset sales, including slump sales and item-by-item sales, are subject to a 15% capital gains tax. A possible 15% VAT duty is also generated by the sale of an asset. Individuals who have held an asset for less than five years must pay capital gains tax at the highest relevant income tax rate. Mergers and demergers are the only exceptions.
Income tax on corporations
Corporate income tax (CIT) rates in Bangladesh are 35% for non-publicly listed corporations and 25% for publicly traded companies, according to tax legislation. Banks and NBFIs (37.5% to 42.5% CIT) and cigarette makers (45% CIT) are two examples of industry-specific enterprises that have higher CIT rates. If a non-publicly traded business transfers at least 20% of its paid-up capital via an initial public offering, it will get a 10% tax credit in the year of transfer.
Income tax breaks
A variety of income tax breaks are provided to investors in Bangladesh to ease and encourage export-oriented commerce, industry decentralization, and FDI. These include a tax break for industrial enterprises formed in Export Processing Zones, tax breaks for investment in Special Economic Zones, tax breaks for manufacturing firms established in locations outside of city corporation regions, and tax breaks for certain industrial enterprises. Foreign-invested industries and projects may potentially benefit from presumed export tax cuts and refunds. Bonded storage facilities may be used by export-oriented firms to import raw materials and packaging products.
Covid-19 tax breaks
Following the covid-19 epidemic, the government proclaimed a series of tax incentives in order to revitalize the economy and promote growth in the electricity sector, which include:
Income from private power generation firms (PPGCs) is free from taxation until December 31, 2034.
Foreign nationals’ income is excluded for three years;
Interest payments on overseas loans are exempt from Withholding Tax (WHT); and
Payments for royalties, technical know-how, and technical help fees are not subject to WHT.
Capital gains from divestiture are tax-free.
If commercial production of a PPGC begins between 1 January 2023 and 31 December 2024, there is a 100% tax exemption for the first five years, followed by a 50% exemption for the next three years, followed by a 25% exemption for the next two years, for a total of ten years of some types of exemption.
In addition, in response to the covid-19 epidemic, the NBR exempted 12 kinds of safety supplies and test kits from import duties and taxes until 30 June 2020 on March 22, 2020. Furthermore, attempts are being conducted to extend the time limit for submitting required VAT filings and tax returns. Taxpayers who meet the extended deadlines will not be penalized or charged interest.
The NBR intends to modernize the tax department’s Bangladesh Integrated Tax or BiTAX system, which would include digital tax payments and online tax return filing capabilities.
The law of competition
Bangladesh, as a growing nation with potential economic characteristics, has always recognized the need for a legislative framework to preserve a free, open, and sustainable market in order to create a hospitable environment for trade competition. As a result, the Competition Act of 2012 was passed to prevent, restrict, and eliminate anti-competitive practices.
Because of the negative influence on trade fairness, Bangladesh’s Competition Act firmly outlaws anticompetitive agreements and misuse of dominant position. It also states that no one shall enter into any agreement or collusion that has or may have an adverse effect on competition or creates a monopoly or oligopoly in the market for the production, supply, distribution, storage, or acquisition of any goods or services, either directly or indirectly.
Parties to an Mergers and Acquisitions transaction must consider Bangladesh’s competition rules and do due diligence in this respect. Tie-in arrangements, exclusive supply agreements, exclusive distribution agreements, refusal to deal, and resale price maintenance are all examples of anticompetitive agreements mentioned in the Competition Act.
Most notably, the Competition Act expressly forbids mergers that have or are likely to have an unfavorable impact on competition in the market for products or services. The purchase, assuming over, amalgamation, or merger in commerce is referred to as a combination under the aforementioned Act. As a result, combination deals may need prior clearance from the appropriate regulator after demonstrating that such a combination is unlikely to harm competition.
The Bangladesh Competition Commission was formed under the Competition Act to examine complaints filed under the Act and to enact further regulations in this respect. The Competition Commission is yet to be completely functioning, but it is anticipated to eradicate anti-competitive activities and encourage competition in order to ensure trade freedom.
Bangladesh’s Mergers and Acquisitions Prospects
As previously said, despite the covid-19 epidemic, Bangladesh has had some of its greatest Mergers and Acquisitions deals in 2020. The pandemic’s effect has hampered the procedures associated in Mergers and Acquisitions transactions, but it has not stopped acquisitions from closing. Smaller businesses are seldom mentioned in the media, yet acquisitions occur on a daily basis in Bangladesh.
To far, there has been no codified set of rules or regulations that may control Mergers and Acquisitions transactions, and it is fair to say that Mergers and Acquisitions laws and regulations are quite fragmented. Guidance on Mergers and Acquisitions is a much-needed effort that the government should launch as soon as feasible.
Possible improvements include enacting a single codified Mergers and Acquisitions legislation or code that consolidates the multiple dispersed regulations and standards while referencing the various industry-specific laws. This would have a significant impact on public view of the legal framework’s sufficiency.
Until then, thorough legal and financial due diligence is essential before beginning on a transaction. Furthermore, compliant, enforceable, and tax-efficient agreement structure is critical.