Mian Arif Said, LLB, LLM. (Kings College London)

Advocate, Solicitor & Legal Consultant

BASIC FOCUS OF PRACTICE

Experience in acquisition of local and foreign companies, legal due diligence process of companies based on the transaction structure. Structured transactions in local and foreign jurisdiction securing the interest of the Buyers, reviewing of documents based on the requirement of the laws of local and foreign jurisdiction.
Reviewing and drafting of Power generation projects documents till the financial closure. Advised some foreign clients on the steps involved in setting up the Power generation Facility in Pakistan along with stepwise requirement of legal documents.
Corporate and Commercial Advisory, matters pertaining to Land Laws, Contracts, Mergers & Acquisitions, Transactional Structuring and Civil Matters.

SOME OF THE RECENT TRANSACTIONS

* Advising a newly incorporated non-banking financial company to start a lending process thruogh its app and its securitisation of the loan;
* Legal and corporate advisory to a telemedicine health company in pakistan with online app;
* Acquisition transaction of an information technology company;
* Corporate and legal advisory on setting up of a 100% foreign investment company in pakistan;
* Merger of group of companies into one company;
* Acquisition of a running information technology business by a conglomerete it group companies;
* Cross-border transaction structuring to secure the investment of an engineering company investing in the african countries;
* Merger of a german truck-brand company of their pakistani incorporated companies conducting
business in pakistan;
* Advised company splitting into two different entities by way of scheme of arrangement amongst the
shareholders;
* Advised and representing a foreign law firm’s client in pakistan;
* Advised on cross border structuring of a transaction for pakistan’s biggest exporter of bed linen;
* Advised on power sector to a canidian based client trying to set up power generation from waste
collected in lahore;

FURTHER GENERAL EXPERIENCE
Responsible for drafting of security documents for the clients (mainly banks), structuring of transactions and drafting of requisite documents to secure the interest of the clients such as Private Placed Term Finance Certificates (PPTFC) transactions on behalf of client banks, bridge loan transactions, term finance agreements, pari pasu transactions.
Extensive experience in drafting of corporate litigation, advising clients on legal issues relating to commercial contracts, such as EPC, BOT, and financing, foreign currency, taxation and joint ventures.
Also, reviewed, and drafted financing agreements, lease agreements, sale and purchase agreements, engineering/construction agreements, franchisee agreements, distributorship agreements, agency agreements, guarantees and performance bonds. Dealt extensively with Securities and Exchange Commission of Pakistan (SECP) and have the full knowledge of its working and law.

CORPORATE MATTER LITIGATION
Handled and appeared before the Sindh High Court on behalf of clients on corporate matters under the Companies Ordinance, 1984 on oppression and mismanagement, inter alia, section 290, inter-company shareholders disputes.

MERGER OF TWO INSURANCE COMPANIES Appeared and argued for the first ever merger of two public limited insurance companies. Orient Insurance Company Limited was mergerd into Business and Industrial Insurance Company Limited. Furthermore, appeared before the same bench for further clarification of the merger order to the extent of the non-recovery of certain assets as per the scheme of arrangement under section 285 of the Companies Ordinance, 1984, known as amendment to the scheme of arrangement, its effects and its implementation.

ADVISED AND CONDUCTED ON THE DUE DILIGENCE AND ACQUISITION OF SHARES Advised Client for the sale of their shares to the majority shareholders and dealing with all the legal formalities such as securing and structuring the final payment payable after a period of six months.

CONDUCTED DUE DILIGENCE AND ACQUISITION OF ASSETS OF THE COMPANY Successfully completed and represented the client for the sale of its running milk plant by the name of ‘Dairy Pure” along with trademark rights, movable and immovable assets, its supply chain, distribution network and employees transfer to the buying company from Dairy Crest Foods Private Limited to Shakarganj Foods Limited (presently selling products by the brand name of “Good Milk”).

FOREIGN INVESTMENT ACQUISITION TRANSACTION Represented and advised a subsidiary of a French based company incorporated in India in a successful negotiation and signing of the Joint Venture Agreement, its due diligence, process of acquisition and successful handing of all the movable and immovable assets of a fabric testing laboratory situated in Lahore under the newly Joint Venture Company by the subsidiary of the French Company.

CONDUCTED TRANSACTION OF ACQUISITION OF LOCAL COMPANY BY A FOREIGN INVESTMENT Advised a foreign investor based in Malaysia for the purchase of a going concern unit. Such transaction entailed a detailed due diligence of the company, structuring the transaction to secure the interest of the investors keeping in view the pending litigations by the banks and governmental payable dues, etc. The transaction was successfully completed.

ADVISED FOREIGN CLIENT BASED IN US IN THE RECOVERY OF MONEY Advised a U.S based company before the Imports and Exports Forum under TDAP for the supply of materials which were not upto the approved quality standards and recovering of the amount from a Pakistani Exporter.

INTRICATE AND TECHNICAL ISSUE LITIGATION ON CHANGING OF BANDWITH FREQUENCY FOR A CLIENT Acted as Co-counsels as well as closely worked with Muneer A. Malik in a writ petition for the change of the frequency from 88.8 to 88.6 of Punjab Police allocated by Frequency Allocation Board. Such frequency was successfully changed as prayed for in the writ petition.

SUBSTANTIAL KNOWLEDGE AND HANDLED LAND MATTERS Intensively dealt with sale and purchase of property transactions both disputed lands and its successful completion into a clean transaction.
Substantial knowledge and successfully handled cases regarding the distribution of the agricultural land with dispute and in this regard dealt with Executive District Officer (Revenue), Tehsildars, Patwaris and have successfully concluded certain transactions’ which entail complicated distribution of the agricultural lands for the clients.
Experience of Banking Laws and have conducted cases before the banking courts of Punjab.


PROBONO WORK
(Pink Ribbon-A Breast Cancer Awareness Campaign-A Non Profit-Non-Governmental Organization). Acting as a Director in the NGO on as and when required basis and advising on its intricate legal matters arising from time to time. Thoroughly involved at all times with the NGO in advocacy and lobbying for the NGO before different governmental and non-governmental forums / organizations for the awareness programs.


VISITING FACULTY
• Institute of Business Administration (IBA), University of the Punjab (Business Laws) 1999-2001
• University College Lahore 1999-2000 (English Company Law Tutorials)
• Acted as Examiner of Alternate Dispute Resolution (A.D.R) subject for LL.M programme conducted at Bahu-ud-Din Zakria University, Multan.