Stakeholders push for share buyback, M&A reforms

Capital market stakeholders have urged the government to allow listed companies to buy back their own shares and streamline merger and acquisition (M&A) processes through amendments to the Companies Act, 1994.

In a letter to the Ministry of Commerce, the DSE Brokers Association of Bangladesh (DBA), the platform of Dhaka Stock Exchange brokerage houses, called for specific provisions on share buybacks and M&A in the proposed third amendment to the law.

The DBA also urged the government to empower the Bangladesh Securities and Exchange Commission (BSEC) to formulate and enforce rules on the issues to ensure effective regulation and investor protection.

Infographics: TBS

Currently, listed companies have no mechanism to repurchase their shares when prices fall sharply during periods of market volatility. The absence of a comprehensive M&A framework also forces companies to seek court approval, resulting in lengthy delays.

"Every country has laws governing share buybacks, but Bangladesh has none. As a result, many cash-rich companies cannot repurchase their shares even when prices fall. Consequently, there is no market support during a downturn," DBA President Saiful Islam told TBS.

He added that if this law is enacted, companies will be able to buy their own shares, providing crucial support during periods of market volatility.

Under current regulations, sponsors and directors can purchase shares when prices fall, but such purchases increase their personal stakes rather than directly benefiting the company, he said.

"Allowing companies to execute share buybacks would deliver direct value to the firm," Saiful said, adding that the DBA had urged the government to include buyback provisions in the Companies Act.

He also called for a dedicated M&A framework to reduce legal complexities and speed up transactions.

"M&As currently require court approvals, which is a time-consuming process. Having dedicated laws or regulations would enable faster mergers and acquisitions," he said.

DBA seeks greater BSEC oversight 

In its letter to Commerce Secretary Md Ataur Rahman Khan, the DBA proposed allowing listed companies to conduct share buybacks, with BSEC empowered to formulate rules and oversee their implementation.

It also called for BSEC to be given authority to regulate mergers and acquisitions involving listed companies to reduce legal complexities and protect investors.

The association said empowering the capital market regulator to formulate and implement rules in these areas would ensure more effective oversight and better protection of investors and other stakeholders.

BSEC also seeks buyback provision

Separately, BSEC has called for allowing listed companies to buy back shares in the proposed amendment to the Companies Act.

The regulator also proposed modernising corporate reporting standards, requiring regulatory approval for mergers involving listed companies and extending the validity of financial statements used in prospectuses.

BSEC Executive Director Abul Kalam made the proposals at a views-exchange meeting on the draft Companies Act amendment at the FBCCI Board Room in the capital on Monday.

He said targeted revisions were needed to align the law with modern business practices, noting that several BSEC recommendations submitted on 18 December 2025 had been omitted from the current draft.

Referring to Section 58 of the existing law, which restricts companies from purchasing their own shares, Kalam urged policymakers to allow listed entities to conduct buybacks under specific conditions to improve capital management and protect shareholder interests.

On mergers, acquisitions, demergers and restructuring under Sections 228 and 229, he proposed requiring BSEC involvement when a listed company merges with an unlisted entity to protect general investors, citing similar regulatory arrangements in India.