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Corporate & Commercial

Corporate & Commercial

The Firm deals with general and specialized corporate and commercial matters. Our expertise, amongst others, includes corporate advisory, transaction structuring, contract negotiations & drafting, and legal & regulatory compliance issues.

The Firm advises on business development issues, foreign direct investment, mergers and acquisitions, setting up of business ventures, branch/liaison offices & subsidiaries, joint ventures & shareholder agreements, acquisition & disposal of businesses, corporate restructuring, insolvency & winding-up matters, corporate governance, and shareholders disputes.

Acquisitions, mergers, and reconstructions

The Firm has substantial experience in corporate acquisition-related work.

The highlights of this experience are:

  • The acquisition of a cellular operator by a foreign company and an LDI/WLL operator by a foreign holding company. Additionally, the Firm has advised on or has acted in acquiring several small to medium-scale companies.
  • The acquisitions of Dancom Online Services (DOLS), Z-WLL, World Online (WOL), and DV Com WiMax Ltd by Mobilink.
  • Representation of Business Development Corporation, Channel Islands, in the multi-million-dollar sale and purchase transaction of various entities of Albert Abela Group, UAE.
  • Acted on behalf of a big Chinese conglomerate for the acquisition of a billion-dollar power sector company/ project in Pakistan.
  • Advising the state-owned cooperation on its reconstruction of explosives business concerning investment by the Chinese corporation, which involved drafting JV agreements, investment agreements, subscription agreements, and filing of de-merger petition with a court of law.
  • Representation of the target entity in a proposed merger of two telecom sector companies licensed by the Pakistan Telecommunication Authority with a multi-million-dollar value and preparation of all the transaction documents, including the CCP-related applications. However, this transaction could not be completed, and the parties backed off just a few days before the execution.
  • Acting as transaction counsel concerning transferring the entire tower business (including the regulated telecom assets) from one PTA-licensed company to another licensed company. The value of assets transferred was approx. PKR 9 billion. This transaction achieved completion on 1 October 2022.

Competition law

The Firm has advised its clients on various competition law matters since the introduction of the competition law in Pakistan. Services provided include counselling, preventive advice, seeking approvals & NOCs, compliance, and representations before the Competition Commission of Pakistan (CCP) in contentious matters. 

The Firm has represented a cellular operator before the Competition Commission in proceedings related to advertising practices. The Firm has represented a fixed-line broadband operator against predatory practices and cross-subsidisation by the incumbent operator. 

It also represents its clients before CCP in contentious cases. Our clients include Micronet (Private) Limited, Fauji Fertilizer Company Limited, Cyber Internet Services (Private) Limited, and Nayatel (Private) Limited.

Legal Due Diligence, Audits & Verifications

We provide legal due diligence services for a broad range of legal practice areas. The process involves receiving instructions, examining in-place status, applicable legal position, and reporting to Clients with reasoned due diligence reports for decisions on response options and strategy. 

A broad spectrum of activities is covered: public records examination and reporting, transaction specific documentary and evidentiary audits, verification of antecedents, and like matters.

  • The Firm has carried out legal, due diligence concerning Pakistan operations of an international cellular operator in connection with an international refinancing facility;
  • Conducted due diligence & verification of Petroleum Concessions & corporate records for a foreign oil exploration company;
  • We have prepared a detailed legal diligence report for a leading international Telecom company regarding ‘Lawful Access’ to electronic communications in Pakistan.
  • We prepared a due diligence report for a commercial project (with billion rupees worth) in Islamabad for the China Three Gorges Group for its proposed buyout of the property.
  • We carried out due diligence of another commercial project in a reputable housing society (Eighteen) for the China Gazhoba Group.

Corporate And Commercial Litigation

The Firm’s litigation team acts in a diverse range of commercial contentious practice areas, including sale of goods, commercial property, contractual enforcement, specific relief, and related matters.

The Firm filed a petition under section 290 of the Companies Ordinance, 1984 on behalf of shareholders of a leading telecom company.

The Firm represented the Securities & Exchange Commission of Pakistan (SECP) in its prosecution of the management of Natover Leasing Company, a non-banking finance company, for fraudulent conduct in siphoning off the investors’ and depositors’ funds across Pakistan.

The Firm pursued several construction related court cases for Siemens Pakistan.

The Firm filed and successfully prosecuted over 100 petitions relating to the allotment and utilization of residential plots by the Pakistan Housing Authority.

The Firm has filed and pursued several court cases by sub-contractors in litigation related to Ghazi Barotha project.