MERGERS & ACQUISITIONS ADVANCED COMPANY LAW COURSE

Reading List

Statutes and Regulations:

Banking Companies Ordinance, 1962

Companies Ordinance, 1984

Competition Commission Ordinance, 2007

Competition (Merger Control) Regulations, 2007

Contract Act, 1872

Foreign Exchange Regulation Act, 1947

Foreign Exchange Manual of State Bank of Pakistan

Income Tax Ordinance, 2001

Listed Companies (Substantial Acquisition of Voting Shares) Ordinance, 2002

Registration Act, 1872

Sale of Goods Act, 1930

Stamp Act, 1899

State Bank of Pakistan Act, 1956

Transfer of Property Act, 1882

Case Law:

Brooke Bond Pakistan vs. Aslma Bin Ibrahim and Another

[1997 CLC 1873]

Re: The Companies Ordinance, 1984 and 2 Others

[PLD 1997 Karachi 230]

Reliance Export (Pvt.) LTD and Others

 [2006 CLD 769]

A and J Apparel (Pvt.) LTD and Another

[2005 CLD 93]

Shakarganj Mills LTD v. Crescent Ujala LTD

[2005 CLD 36]

Kohinoor Raiwind Mills Limited v. Kohinoor Gujar Khan Mills, 2002 CLD 1314

In Re: Kohinoor Raiwind Mills Limited and others, 2002 CLD 1747

In Re: Pfizer Laboratories Limited, 2003 CLD 1209

International Multi Leasing Limited v. CALCORP, 2004 CLD 1

Adamjee Insurance Company Limited v. Muslim Commercial Bank, 2003 CLD 463

Adamjee Insurance Company Limited v. Muslim Commercial Bank, 2005 SCMR 318

Books:

Buying and Selling Private Companies – Simon Beswick & Humphrey Wine (Butterworths)

Shareholders’ Agreements – Graham Stedman & Janet Jones (Sweet & Maxwell)

Shareholders’ Agreements – John Cadman (Sweet & Maxwell)

The Acquisition of Business Assets – Jonathan Myers (Sweet & Maxwell)

Guide to Takeovers & Mergers – Sridharan & Pandian (Wadhwa and Company Nagpur)

(Relevant extracts from Books will be provided at the material time)

Classes

There will be 20 Classes. The Classes are divided as follows:-

Class 1: Introduction to mergers and acquisition and a general assessment of their significance in the Pakistan jurisdiction. How can mergers and acquisitions (“M&A”) take place. A general introduction to the three methods for M&A. What is an asset transfer? What is a share sale? What is a statutory merger? What are the legal provisions which would enable each of these transactions.

Class 2: An example of an asset transfer. How are movable assets transferred? How are immovable assets transferred. What are the transaction costs associated with such transfers? What is the documentation required to implement such transfer?

Class 3: An example of a share sale in a private company. How are shares transferred in private companies? What are the transaction costs associated with the transfer? What is the documentation required to implement such transfer?

Class 4: An example of a share sale in a public company. How are shares transferred in public companies? What are the transaction costs associated with the transfer? What is the documentation required to implement such transfer.

Class 5: What are shareholder agreements? What purpose do they serve and what provisions are customarily included in shareholder agreements. Share transfer restrictions, rights of first refusal, voting rights, tag along rights, drag along rights etc. will be considered.

Class 6: An example of a statutory merger under the Companies Ordinance, 1984. How is it undertaken and what does it involve. A comparative analysis of available options for statutory or other mergers in other jurisdictions.

Class 7: Activities prior to initiation of acquisition process. What is a legal due diligence? What does it involve and how is it undertaken?

Class 8: Detailed consideration of Share Purchase Agreements and Asset Transfer Agreements. Warranties/indemnities and covenants.

Class 9: What is the takeover law applicable in Pakistan and how to comply with provisions of the takeover law.

Class 10: What is the competition law applicable in Pakistan and how to comply with provisions of the competition law.

Class 11: Comparison of Pakistan takeover law with takeover law in India and UK.

Class 12: Comparison of Pakistan competition law with competition law in India and UK.

Class 13: How to close an acquisition. Conditions precedent to closing and legal opinions.

Class 14: Acquisitions by foreign entities of Pakistan companies. Restrictions in Foreign Exchange Laws and how to structure the acquisition.

Class 15: Taxation implications of M&A. What are the types of taxes that are relevant and other transaction costs associated with transfers.

Class 16: What is a hostile takeover and how is it regulated in the Pakistan jurisdiction? An example of a hostile takeover under Pakistan law. Comparison with hostile take regimes in other jurisdictions.

Class 17: What is the general role of regulators in connection with mergers and acquisitions? What is the rationale and aim of regulation in this area of the law and how does the local regulatory regime compare with regulatory regimes in other jurisdictions?

Classes 18 to 20 will involve the division of the Class into two groups, one group representing the Seller and one group the Buyer. There will be a negotiation and finalization of a Share Sale Agreement and a Shareholders Agreement between the two groups during these four sessions based on a transaction structure and factual matrix to be provided.

Assessment

Class participation: 20%

Final Exam: 50%

2 Course Assignments: 15% each

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