Bangladeshi Capital Market Legal Framework

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The Bangladeshi capital market assumes a crucial and indispensable role in the configuration of the nation’s economic terrain, serving as a fundamental platform for enterprises to procure financial resources and for investors to engage in the generation of wealth.

Within the intricate workings of this ever-evolving market, a comprehensive and resilient legal framework presides over a multitude of facets, steadfastly upholding principles of transparency, equity, and safeguarding the interests of investors. The present discourse undertakes an exploration of the intricate legal framework governing the capital market in Bangladesh, elucidating significant constituents and their corresponding ramifications.

Regulation Authorities of Capital Market

A. Bangladesh Securities and Exchange Commission (BSEC)

  1. Regulatory Oversight: The Bangladesh Securities and Exchange Commission (BSEC), duly constituted in accordance with the provisions of the Securities and Exchange Commission Act of 1993, assumes the esteemed position of the highest regulatory authority within its jurisdiction. The aforementioned entity exercises jurisdiction over the capital market, engages in the development of regulatory frameworks, and diligently enforces adherence to statutory provisions.
  2. Investor Protection: The BSEC, or Bangladesh Securities and Exchange Commission, assumes a crucial and indispensable role in the protection and preservation of the interests of investors. It diligently carries out its responsibilities by implementing a comprehensive array of measures aimed at thwarting any attempts at market manipulation, insider trading, and fraudulent activities.

Legal Framework for Securities of Capital Market

A. Securities and Exchange Ordinance, 1969

  1. Foundational Legislation: The Securities and Exchange Ordinance of 1969 serves as the fundamental legal framework governing the capital market. The aforementioned provision confers upon the Bangladesh Securities and Exchange Commission (BSEC) the authority to exercise regulatory oversight over the issuance of securities, the operation of stock exchanges, and the conduct of market intermediaries.
  2. Market Integrity: The aforementioned ordinance sets forth a comprehensive framework aimed at upholding the fundamental tenets of market integrity, transparency, and equitable practices. The aforementioned document delineates the statutory provisions governing the conduct of public offerings, the requisite disclosures, and the principles of corporate governance.

B. Securities and Exchange Rules

  1. Detailed Regulations: The Securities and Exchange Rules, as promulgated pursuant to the Securities and Exchange Ordinance, establish comprehensive provisions governing diverse matters, encompassing but not limited to public offerings, stock exchange operations, and the comportment of market intermediaries.
  2. Continuous Amendments: In order to accommodate the ever-changing market dynamics, it is necessary to periodically make amendments to the rules. The aforementioned amendments effectively tackle the arising challenges, harmonize with internationally recognized standards, and bolster the existing regulatory framework.

Market Participants’ Regulations

A. Stock Exchanges

  1. Listing Requirements: Each stock exchange in Bangladesh, namely the Dhaka Stock Exchange (DSE) and the Chittagong Stock Exchange (CSE), diligently upholds and enforces distinct listing prerequisites. The aforementioned requirements serve the purpose of ensuring that listed companies adhere to specific criteria pertaining to their financial well-being and corporate governance.
  2. Market Surveillance: Stock exchanges play an indispensable and pivotal role in the realm of market surveillance, diligently overseeing and scrutinizing trading activities with unwavering vigilance, all while steadfastly upholding and enforcing the intricate web of trading rules and regulationsap.

B. Asset Management Companies

  1. Mutual Fund Regulations: Asset management companies are subject to stringent regulations that govern the operations of mutual funds. The aforementioned regulations serve to delineate the parameters governing the management of funds, the provision of disclosures, and the implementation of measures aimed at safeguarding the interests of investors.
  2. Risk Management: It is imperative that robust risk management practices be mandated in order to effectively safeguard the interests of mutual fund investors and ensure the making of prudent investment decisions.

Corporate Governance Standards of Capital Market

A. Corporate Governance Guidelines

  1. Ensuring Transparency: The corporate governance guidelines established by the Bangladesh Securities and Exchange Commission (BSEC) have the primary objective of promoting and safeguarding transparency, accountability, and responsible corporate conduct within the realm of listed companies. It is imperative that strict adherence to these guidelines be observed.
  2. Board Oversight: The paramount importance is accorded to the autonomy and efficacy of boards, wherein guidelines are established to delineate the makeup, duties, and obligations of board members.

Investor Protection Measures

A. Securities Investor Protection Fund (SIPF)

  1. Compensation Mechanism: The Securities Investor Protection Fund (SIPF) operates as a legally mandated mechanism designed to provide recompense to investors in the event of a stockbroker’s financial insolvency. The aforementioned provision serves as a protective measure, thereby fostering a sense of assurance and trust among potential investors.
  2. Coverage and Claims: The aforementioned fund provides coverage for a specific quantum of pecuniary detriments, whereby investors possess the right to initiate claims seeking reparation in the occurrence of a stockbroker’s insolvency.

Challenges and Evolving Regulations of Capital Market

A. Market Manipulation and Insider Trading

  1. Enhanced Surveillance: The regulatory framework undergoes perpetual evolution in order to address and counteract instances of Capital market manipulation and insider trading. The implementation of enhanced surveillance mechanisms and the imposition of stricter penalties are intended to serve as deterrents against engaging in such activities.
  2. Educational Initiatives: Investor education initiatives are diligently pursued with the primary objective of enhancing awareness pertaining to market risks. The ultimate aim is to empower investors with the requisite knowledge and information, thereby enabling them to exercise prudence and discernment in their decision-making processes. By equipping investors with the necessary tools to identify and mitigate potential risks, these initiatives serve as a safeguard against the perils of fraudulent schemes and deceptive practices.


In summation, it is imperative to acknowledge that the legal framework governing the Bangladeshi capital market is a complex and intricate construct meticulously crafted to safeguard the market’s integrity, equity, and steadfastness. The confluence of regulatory authorities, encompassing legislation, and market participant regulations collectively serve to cultivate an environment that is conducive to the interests of both issuers and investors.

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