Corporate & Commercial Advisory

The shape of the problem

Most companies do not have a legal problem. They have an accumulation of small unattended decisions that becomes a legal problem at an inconvenient moment — usually when a transaction is being negotiated, a regulator writes, a shareholder disagrees, or a customer refuses to pay.

The characteristic feature of corporate and commercial work is that the cost of getting it right is small, known in advance, and incurred early; and the cost of getting it wrong is large, unpredictable, and incurred at the worst possible time. Nearly everything below is a variation on that.

Company law and corporate governance

The Companies Act, 2017 imposes continuing obligations that do not depend on whether a company is doing anything eventful: maintenance of statutory registers, annual returns and filings with the Securities and Exchange Commission of Pakistan, recording of changes in directorship and shareholding, particulars of charges, and the conduct of meetings and resolutions in accordance with the Act and the company's articles.

These obligations are unforgiving in a specific way. Non-compliance rarely produces an immediate consequence. It produces a defective corporate record, which surfaces later — in due diligence on a financing or a sale, in a shareholder dispute where the register is the evidence, in a regulatory notice, or in a challenge to the validity of an act the company assumed it had taken. Reconstructing a corporate record years after the fact is expensive and sometimes impossible.

We advise on incorporation and choice of structure, ongoing SECP compliance, directors' duties and liabilities, shareholder arrangements and the drafting of articles, share transfers and allotments, charge creation and satisfaction, and corporate restructuring.

Shareholder and joint venture arrangements

The provisions of a shareholders' agreement that matter are the ones nobody wants to discuss at the outset: what happens on deadlock, on the exit or death of a shareholder, on a decision to sell, on a refusal to fund. Agreements drafted in a hurry, or lifted from a template, tend to be silent precisely where they will later be tested.

The remedy is cheap at the beginning and unavailable at the end. Once a dispute exists, the parties no longer agree on anything, including the terms on which they might disengage.

Commercial contracting

We draft, review and negotiate the agreements through which a business actually operates: supply and distribution, agency, software and technology licensing, services and service levels, non-disclosure, manufacturing and toll arrangements, and partnership agreements.

Two provisions repay disproportionate attention. The first is the dispute clause — governing law, forum, and whether disputes go to court, to arbitration, or, where the counterparty is foreign, potentially to the Trade Dispute Resolution Commission. A dispute clause costs nothing to negotiate at signature and determines everything about what recovery is worth if the relationship fails. The second is the allocation of liability and indemnity, which determines whether a foreseeable commercial risk sits with your business or the other side's.

Intellectual property

Trademark protection in Pakistan is territorial and turns substantially on registration. A business trading under an unregistered mark is exposed to a third party registering it first — a position that is expensive to unwind and occasionally cannot be unwound at all. The same logic applies to marks used across multiple jurisdictions: protection must be secured where the business actually trades.

We advise on registration and prosecution before the Intellectual Property Organization of Pakistan across trademarks, patents, copyright and industrial design; on portfolio management for businesses operating across jurisdictions; on IP ownership and assignment in employment, contractor and development arrangements — the point at which most disputes about who owns what are actually decided; on licensing; and on enforcement against infringement and passing off.

For technology and software businesses the exposure is concentrated: the principal asset is intangible, and its ownership depends entirely on paperwork executed at the right time by the right parties.

Regulatory compliance

Businesses operate under overlapping regimes — sectoral regulators, SECP, the Federal Board of Revenue, provincial revenue authorities, and, for those trading across borders, the customs and trade-remedy regimes described elsewhere on this site. Compliance obligations are continuing rather than one-off, and the penalty structures generally do not care whether a breach was deliberate.

We advise on regulatory approvals and licensing, on continuing compliance obligations, and on responses to regulatory notices, show-cause proceedings and investigations.

How we are usually engaged

Some businesses instruct us matter by matter. Others retain the firm on a continuing basis, which in practice means that questions get asked before decisions are taken rather than after.

The distinction matters more than it sounds. Corporate and commercial exposure is not usually created by a single bad decision. It accumulates through small ones taken without advice because the cost of asking seemed disproportionate to the question: a contract signed as drafted by the counterparty, a filing left for later, a mark used but never registered, a founder's code written without an assignment. Each is trivial. The aggregate is what surfaces in due diligence, or in court.

A continuing retainer changes the economics of asking. Where legal input is a fixed and budgeted cost, questions get asked early, when they are cheap to answer. Where it is charged by the hour on every occasion, they get asked late, when they are not.

We agree the basis of engagement in writing and structure it to fit the work — hourly, fixed fee, monthly retainer, or a combination.