Financial and Corporate Advisory

Financial and Corporate Advisory

Global changes in recent times caused by proliferation of information, new technologies and challenging competitive global markets in a borderless economy have created a need for business enterprises, to revisit their corporate and ownership structures, business partnerships, funding strategies and capital sourcing. This has in the process led to demanding initiatives and preferences for privatization, corporate re-organization and local and cross-border joint ventures through equity participation, venture capital, franchising, technical collaboration and business integration.
Business and financial solutions of consistently high quality are thus sought by a wide array of clients in need of innovative, customized and regulatory complaint strategies. Our business advisory and corporate finance services cater to these needs and include the following:

  • Strategic corporate and financial planning and consultation
  • Share registrar services
  • Privatization
  • Foreign investment facilitation and consultation
  • Financial litigation and dispute resolution support
  • Contract consulting services
  • Foreign Exchange Advisory Services
  • Secretarial and Corporate Compliance and Reporting Services
  • Corporate Governance Enablement
  • Labour Law Compliance and Consultation
  • Liquidation Proceedings
  • Advisory services and support to Trusts, Foundations, NGOs and other forms of “Not for Profit Organizations

 

Liquidation Proceedings

Corporate entities are allowed to bring about a demise of their legal existence by following any of the legally permissible modes of winding-up i.e. share holders' voluntary winding-up, creditors’ voluntary winding-up and winding-up by the order of the High Court. 
Corporate actions and formalities require professional services involving thorough contemplation, choice of alternative courses of action and prompt and appropriate compliance with the legally stipulated procedures, in addition to an in-depth review of financial and tax implications underlying liquidation.

Advisory services and support to Trusts, Foundations, NGOs and other forms of “Not for Profit Organizations”

From the setting-up of the above institutions, through its various phases of operations, professional assistance and advices are usually sought in :

Choosing the right form of vehicle as a customized solution in the specific circumstances of each client Contemplating funding strategy Formulation and authoring of the foundation documents including Trust Deed, Memorandum and Articles of  Association, Bye-Laws and Regulations Seeking registration of the entity and related documentation Obtaining registration with the tax authorities, where applicable Drafting minutes of meeting, maintenance of statutory records and filling of statutory return

The Law of Industrial and Commercial Establishments
Considering the number and complexity of the above laws, professional help and assistance is usually required on a prompt and proficient basis to deal with:

Documentation of service contracts, where applicable Articulation and determination of terms and conditions of service having regard to applicable legal stipulations and related company policies Filing of prescribed Returns on a periodical basis Counseling and advise on the interpretation of applicable legal provisions in a variety of circumstances

Services catering to these objectives include regular maintenance of statutory records, drafting of minutes of meeting, assistance in election of directors, appointment and renewal of CEO, registration of mortgages and charges, allotment of shares and issue of share certificates, additions in or alteration to Memorandum and Articles of Association, change of company’s name, changes in the composition of the board of directors, matters related to statutory, annual and extra ordinary general meetings, inter-company investment, declaration of beneficial ownership and such other corporate actions.

Corporate Governance Enablement 
Experience suggests that enterprises which faithfully practice all the dictates of good corporate governance (GCG) not only survive but also demonstrate growth and impressive performance. 
All interested groups including shareholders and regulators are demonstrating increasing concern to measure the health of a corporate enterprise by judging the quality of their corporate governance which is the single most important factor underlying a healthy corporate environment. Responsible corporate managements and directors, recognising the significance which GCG has in enhancing enterprise’s ability to achieve its goals require competent professional help and counseling in accomplishing these objectives.
For achieving the three famous “Es”—Economy, Efficiency and Effectiveness of the organisation—managements need to be advised, guided and assisted in evolving a sound GCG frame-work which has all the necessary ingredients of effective systems and controls, reliable financial information, system of adherence to recognised and good corporate practices and the ability to demonstrate to all legitimate interests that the business of the enterprise is carried out on sound and ethical lines duly compliant with the recognised norms of propriety and good corporate and fiduciary behavior, without compromising the impelling need of growth and expansion. Corporate laws specialists in concert with other professional experts work with clients aiming to achieve these goals.
Labour Law Compliance and Consultation 
Business enterprises employing personnel, both in the executive cadre as also those categorized as workers in the context of Labour Laws in Pakistan are required to be fully aware of and comply with the legal obligations and also document the terms and conditions of employment in a proper and timely manner. Some of these laws which are significant and invariably applicable in most situations include:

Law of Compensation and Liability Employees’ Cost of Living Relief and Allowances Workers’ Children (Education Law) Companies Profit (Workers’ Participation) Law Law of Essential Services The Factories Law Industrial Relations Law Workers’ Welfare Law Employees’ Old Age Benefit Law The Shop Act The Law of Social Security The Law of Payment of Wages and Minimum Wages

Secondary market operations and dealings with authorized money changers

Secretarial and Corporate Compliance and Reporting Services

From the inception of a corporate entity and through its various phases of operations and growth, companies need to be cognisant of statutory corporate formalities for compliance and reporting from time to time. Companies also need professional consultation on various intricate issues of corporate law interpretation and its application in a variety of facts and circumstances in order to choose the most preferred and legally acceptable course of action. 
While companies not having in-house secretarial and corporate affairs handling capability invariably need external professional support on a total or partial outsourcing basis, even those having full time company secretary and legal department often need prompt and competent professional advices, assistance, know-how and assurance to enable them for full and timely compliance of a maze of intricate and time consuming procedural formalities and resolution of complex aspects of interpretation to avoid wrong decisions and hence potential threat of punitive action. 
The services, advices and assistance required for compliance and filing of Reports/Returns in this area cover a wide range of corporate laws principally the following:

Company Law Securities and Exchange Law Monopoly and Restrictive Trade Practices Law Banking Law and Prudential Regulations Modaraba Law Insurance Law Investment Advisors Regulations Zakat and Ushr Law

 

Arbitration proceedings depending upon the nature of the issue or dispute involved leading to final award for implementation

Contract consulting services

As part of transaction related-services, clients often need contract consulting services and assistance relating to construction contracts, properties, partnerships, joint ventures, marketing, sales and distribution arrangements, royalty and technical fee, franchising arrangements, industrial and technical collaboration and the like. These services include documentation or coordination with legal counsel in documentation of the contractual arrangements and consultations on the commercial, financial, tax and corporate law aspects of the rights and obligations proposed to be mutually consented.

Foreign Exchange Advisory Services

Despite considerable liberalization of the foreign exchange control regime in Pakistan, a number of issues and reporting requirements need to be addressed in the light of the applicable Foreign Exchange Regulations. Critical business decisions which are foreign exchange sensitive need to be advised upon and planned, both, on a strategic plane and also in a transaction-based context. The services usually required are in the context of:

Repatriable and non-repatriable equity investment by non-resident investors Repatriation of dividend, proceeds of divestiture and capital gains Loans, supplier’s credit and other forms of indebtedness due to non-resident lenders Technical fee, royalty and consideration for other forms of collaboration Acquisition of off-shore securities by resident investors Commercial remittances on account of import of goods and services Private foreign currency accounts Forward exchange facilities Export of goods and services Private and family remittances

Handling entry and exit formalities including Customs, police registration, visas and other related matters

Financial litigation and dispute resolution support

Conflicting claims and contentious demands emerging in the context of contractual rights and obligations is not a phenomenon unknown to any business of any size or nature operating anywhere. 
These may involve owners, joint venture partners, lenders, suppliers, customers, employees, governmental agencies. Protracted negotiations leading to final adjudication of contentious and disputed issues and their resolution require to be addressed by a variety of services, either alone or in concert with legal counsel which includes:

Fact finding and definitive determination of the monitory and fiscal aspects involved Interpretation of contractual and other documented sources of reference relevant to the issue(s) in dispute Hearing of the conflicting positions taken by the parties in dispute Cross-examining witnesses, if any, involved Conciliatory discussions for arriving at mutually acceptable settlement and solution

Advises and strategic guidance are sought on a whole range of issue including:

Choosing the most preferred and tax-effective corporate vehicle Determining the right balance in debt equity combination Awareness on fiduciary role and obligations of directors and corporate  management including  CEOs Awareness of foreign exchange regime on flow of capital Issue of capital and allotment of shares Repatriation of capital, dividend and capital gains and their tax consequences Obtaining regulatory permissions form investment Board, State Bank of Pakistan and other relevant regulatory bodies Seeking work permit for hiring of expatriates and determination of their emoluments

Foreign Investment Facilitation and consultation

Off-shore and non-resident investors look forward to entry for presence in Pakistan through a variety of vehicles and various forms, principally the following:

Acquiring existing or additional equity in domestic corporate enterprises in Pakistan Establishing a branch office of an off-shore entity Creating business presence by setting-up a Liaison  Office or a Representative Office in Pakistan

Share registrar services
In order to relieve our clients form such tedious and time consuming activities as carrying out transfers of shares lodged by the share holders, verification of signatures and preparing of the various statutory reports to be submitted to the Registrar of Joint Stock Companies and to the securities Exchange Commission of Pakistan, Asad Fouad also offers share registrar services to its clients.

Privatization
With the growing trend towards privatization infrastructures, utilities, industrial, commercial and financial service enterprises, intensive preparation, well contemplated divestiture strategies, corporatization endeavors determine the ultimate realization of the goal. Ranging from valuation of enterprises and its component units, properties and assets to exercise of corporate and financial due diligence, a host of tasks need to be addressed with professional acumen, needed to accomplish such assignments include:

Review of existing ownership structure for ultimate transformation into private hands Analysis and determination of the corporate structure to ultimately park the ownership of privatized enterprises Valuation of properties and assets, determination of fair value of securities and restructuring of the enterprise Documentation of pre-privatization information Memorandum Steering enterprise through public floatation process Assistance and guidance in setting up data room for review and inspection Coordination and assistance in conducting road shows Assistance to prospective buyers and enterprises to be privatized in negotiation and documentation of the divestiture

Strategic corporate and financial planning and consultation

To maximize enterprise and shareholder value, these services aim to provide advices and competition-sensitive strategies on the best form of ownership, equity and funding structure, which is both, compliant in legal terms, expeditious in regulatory compliance and flexible in practical operation. Services in this sphere include planning, consultation, strategy formulation, documentation of agreements, contracts, memorandum and Articles of Association and other related documentation and carrying out regulatory formalities in respect of:

Incorporation of public and private limited companies under the Company Law Partnership and joint ventures Mutual Funds and Modarabas Sourcing of funding requirements Negotiation with strategic equity holders and lending institutions Regulatory permission for non-resident investors Industrial and technical collaboration Acquisitions, mergers, spin-off and demergers, divestiture and other forms of corporate re-organization Project financing strategies and assistance Lease financing counseling and facilitation Corporate finance-facilitation, negotiation, analysis and documentation having regard to banking and prudential regulations Structuring interest-free modes of financing and various forms of redeemable capital, such as Term Finance Certificate, Musharaka, Morabaha and other recognized forms of interest-free financing