Company Law

Shareholders' Rights Litigation

The firm is retained by several multinational companies, and industrial groups to provide them with advisory services in relation to issues arising from company law matters. The firm regularly files cases invoking the company jurisdiction of various High Courts throughout Pakistan and it also appears before the SECP in various matters.

The firm has been extensively involved in issues arising out of the rights of shareholders (both majority shareholders as well as minority shareholders) and in recent years it has successfully acted for the majority shareholders of Gul Ahmed Textile Mills Limited in proceedings initiated by the minority shareholders. The firm has also acted for Mr. Arif Dawood, who was a minority shareholder in the Dawood Group (joint venturers with Yamaha Motorcycle Company) and was able to obtain a favorable out-of Court settlement for Mr. Arif Dawood. The firm successfully represented Searle Pakistan in a suit filed by minority shareholders. The firm also successfully represented the minority shareholder in JDW Sugar Mills Ltd (the largest and most profitable sugar mill in Pakistan ) in a very acrimonious dispute with the majority shareholder. In addition, thereto, the firm is currently advising the shareholders of foreign and domestic business groups in relation to on-going disputes with other shareholders.

Restructuring/ Mergers/ Demergers

The firm is extensively advising its clients in relation to the restructuring of groups/ group entities/ companies etc. The firm recently advised, prepared and successfully obtained court approvals for the restructuring of Sapphire Group (involving the de-mergers of four Group Companies as well as the subsequent merger of some of the demerged companies. The firm played a similar role for the International Brands Ltd. group of companies in which companies were demerged and then subsequently merged at the second stage. It may be noted that an important consideration in such de-merger and the subsequent merger is the huge tax savings that can be realized by going through a Court-approved scheme.

The firm also advised MCB Bank Ltd. (which is one of the largest banks in Pakistan ) in relation to the merger between MCB Asset Management Company Ltd. and Arif Habib Securities and Investment Company Ltd. The firm advised the same in applying for the necessary regulatory approval ( i.e. from the State Bank of Pakistan, the Competition Commission of Pakistan, and the Securities and Exchange Commission of Pakistan ) as well as the drafting of the Scheme of Arrangement and the negotiation of the Shareholders’ Agreement.

Regulatory Actions

The firm is regularly engaged by clients to advise them or appear on their behalf in relation to acts initiated by the Securities and Exchange Commission of Pakistan (SECP) for the alleged violation of the provisions of the Companies Ordinance, 1984 or by the Competition Commission of Pakistan (CCP) for an alleged violation of the provision of the Competition Act, 2010. The firm appears before the SECP/ CCP as well as before the Superior Courts of Pakistan at an appellate level.

The firm is regularly engaged by the Central Depository Company to appear in various matters pending before the Superior Courts of Pakistan.

Succession Planning

The firm has been approached by several clients to prepare a corporate plan to enable them to make a smooth transition from one generation to another. In this regard, the firm provides tailor-made solutions to its clients without losing sight of the vision of the founder of the Group (which in every case is to build upon its strength and to create a greater synergy) but at the same time, the interests of the different family members are, wherever possible, made independent of each other so as to avoid any potential problems in the future following the demise of the founder of the Group.

Company law

Shareholders' Rights Litigation

Restructuring/ Mergers/ Demergers

Regulatory Actions

Succession Planning

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