Barrister Afnan Siddiqui

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Afnan Saiduzzaman Siddiqui

Corporate and Civil litigation (Karachi)

Education: Bachelors of Sciences in Business Informatics from Hamdard University (2005);

MA in Advertising and Marketing from Cardiff University, UK (2008);

LLB Honours from the University of Buckingham, UK (2011);

Legal Practitioner’s Course BPP, UK (2012);

Accredited Associate Mediator at the Singapore Mediation Centre, Singapore (2014).

2. Membership of Professional Associations: Enrolled in the Courts of Sindh and   Member of the Karachi Bar Association.

Languages:  English, Persian and Urdu.

Position in JSS & CO LLP: Associate

Important Work Undertaken:

1) Advised National Bank of Pakistan (NBP) on various matters connected to the dissolution of the National Investment Unit Trust LOC Holders Fund, including matters in connection with the management fees payable to National Investment Trust Limited (the asset management company managing the Fund), transfer of subject shares, the role of the Privatisation Commission and NBP’s obligations as trustee of the Fund. The scope of advice and research included review of the trust deed between National Investment Trust Limited and NBP and the Non-Banking Finance Companies and Notified Entities Regulations, 2008.

2)Member of the JSS & CO LLP team acting as legal advisors to an international online startup incubator which proposes to set up a company in Pakistan to serve as an e-payment gateway operator and carry out and/or facilitate electronic payment transactions, within Pakistan. Advised on the regulatory landscape/framework in Pakistan that governs e-payment gateways and on the process of incorporation of the proposed e-payment gateway operator. Detailed opinions on the matter have been rendered to the client by JSS & CO LLP based on the Companies Ordinance, 1984, the Investment Policy, 2013 of the Government of Pakistan, the Payment Systems and Electronic Fund Transfers Act, 2007 and the Draft Regulations for Electronic Payment Gateways circulated by the State Bank of Pakistan.

3)  Member of the JSS & CO LLP team which rendered legal advice and facilitated Sui Southern Gas Company Limited (“SSGC”) in the discussions leading to the finalization of an LNG (liquefied natural gas) Operation and Services Agreement. Rendered legal advice to SSGC on the commercial, corporate and regulatory aspects of the LNG Operation and Services Agreement, which are consistent with international power projects and international best practices. Offered comprehensive legal opinions on specific and general queries raised by SSGC in relation to the procurement laws of Pakistan.

4)Advised the State Bank of Pakistan in relation to the public procurement laws of Pakistan. Have reviewed the tendering process along with the draft bidding documents for seven (7) different projects of procurement tendered by the State Bank of Pakistan in this regard. The review of the tendering process involved careful interpretation and observance of the Public Procurement Rules, 2004 and the Procurement of Consultancy Services Regulations, 2010. Have also rendered intricate opinions on pre-tendering process.

5)Drafted finance and security documents, as well as all ancillary documentation in respect of new product lines introduced by NIB Bank Limited and Summit Bank Limited, which include financing against gold and salary advance. Also advised the said banks on the regulatory and legal requirements in Pakistan in respect of the introduction of the said product lines. The matters required extensive application of banking expertise and knowledge to ensure that the documentation met the regulations and directives of the State Bank of Pakistan.

6)Advised NIB Bank Limited, Industrial and Commercial Bank of China Limited, Soneri Bank Limited and Bank AL Habib Limited on restructuring and revamping of their standard conventional finance agreements, security instruments and other ancillary documentation in line with the regulatory and legal requirements in Pakistan including standard master documentation for various categories of loans and advances such as term finance, working capital finance, auto-lease finance, and have also drafted standard security documents pertaining, inter alia, to mortgage, hypothecation, pledge, set-off, guarantees and indemnities; drafted Islamic finance documents such as Purchase of Musharaka Assets, Ijara Agreement, Murabaha Agreement and several security documents which required extensive application of Shariah expertise and knowledge and ensured that the documentation met the Islamic Shariah standards, regulations and directives of the regulatory authorities and was in compliance with the civil laws of Pakistan.

7) Reviewed and drafted documentation for bancassurance products offered by Summit Bank Limited. Also advised Summit Bank Limited on the applicable laws, rules and regulations, including but not limited to, the Insurance Ordinance, 2000, the Securities and Exchange Commission (Insurance) Rules, 2002, Insurance Rules, 2002 and the (Draft) Bancassurance Regulations, 2013 of Pakistan.

8) Part of the team acting for a foreign client in a dispute which has been filed with the International Chambers of Commerce (ICC). Drafted various submissions and pleas with the ICC under the ICC Rules for Arbitration.

9) Advised on, reviewed and drafted supply contracts, franchise agreements, dealership agreements, sale agreements, security agreements, advertising and publicity agreements, and software and hardware contracts for various banks and companies.

10) Acted on behalf of Dubai Bank PJSC (a client of DLA Piper Middle East LLP), in successfully seeking the approval from the Competition Commission of Pakistan in respect of the indirect transfer of ownership of 24.82% shares of BankIslami Pakistan Limited to Emirates NBD PJSC, originally held by Dubai Bank PJSC, upon the acquisition of Dubai Bank PJSC by Emirates NBD PJSC. The value of the shares held by Dubai Bank in BankIslami and which were indirectly transferred to Emirates NBD amount to Rs. 1,310,530,000/-. During the course of seeking the merger approval, we rendered opinions for Dubai Bank on Pakistan company law matters, including, rights issue and the obligations/ rights of directors in relation to issue of further capital; and various matters regarding non-executive directors, including, the role, qualification, appointment, remuneration and responsibilities of non-executive directors.

1)  Provided legal advice to JS Bank regarding a trademark issue for the JS Traveller’s Cheque under the supervision of a senior partner.

2) Part of the team working on amendments in the Financial Institutions (Recovery of Finances) Ordinance 2001

3) Representing multiple banks in recovery suits as well as company liquidation suits at the High Court.

4) Representing a prestigious healthcare provider in Pakistan in cases relating to tort and clinical negligence under the guidance of an associate partner.

5) Part of a team which responded to queries of a foreign law firm pertaining to the statutory provisions, regulatory framework, contractual obligations and standard documentation in respect of hydrocarbon data in Pakistan.

6) Part of the team working on an ICC case with other members of the corporate department.

7)  Reviewed outsourcing structures, agreements and service level contracts related to various outsourcing arrangements of the customer with third parties, which had a wide global network of banking branches, banking subsidiaries, group service providers and third party service providers for Standard Chartered Bank Pakistan Limited and Industrial and Commercial Bank of China Limited. The opinions required a detailed understanding of the Outsourcing Guidelines issued by the State Bank of Pakistan and review of the agreements in light of the outsourcing guidelines. The outsourcing matters included implementation of internal fraud detection system, outsourcing of wealth management portfolio and outsourcing of global pricing and billing system.

8)  Reviewed and revised Islamic banking documents and advised Summit Bank Limited on the conversion of existing conventional banking branches to Islamic banking operations. Drafted, amended and advised on standard finance and security documentation for Summit Bank Limited and Soneri Bank Limited respectively. The documentations included Murabaha, Diminishing Musharaka (Consumer and Corporate), Istisna, Ijara (Auto and Corporate) and Salam. Security documents included, mortgage, hypothecation, pledge, guarantees, liens and floating charges which required extensive application of Shariah expertise and knowledge and ensured that the documentation met the Islamic Shariah standards, regulations and directives of the Securities and Exchange Commission of Pakistan and was in compliance with the civil laws of Pakistan.

3) Reviewed and amended a wide range of standard commercial agreements in use by Syngenta for the Pakistan market including agreements related to research and development collaboration, supply and installation of equipment, project management services and consultancy agreements.

4)  Member of the team that was engaged by White Stag Aircraft Trading (Ire) Limited through DLA Piper UK LLP in connection with a transaction involving the leasing of a cargo plane by White Stag Aircraft Trading (Ire) Limited to a private company under an aircraft lease agreement. Advised in relation to requirements pertaining to the registration of the aircraft in Pakistan (including, documentary and procedural requirements) and other ancillary issues.

5)  Advised, reviewed and amended documents for National Bank of Pakistan for implementation project and assisted NBP in finalizing the documents for the project. Drafted legal opinion on queries raised by NBP in relation to the Public Procurement Rules, 2004 and Procurement of Consultancy Services Regulations, 2010.

6)  Member of the JSS & CO LLP team which structured and prepared extensive and complex documentation for Habib Bank Limited, United Bank Limited, Bank Alfalah Limited and Faysal Bank Limited in respect of a proposed syndicated Islamic finance facility under diminishing musharaka to be extended by the aforesaid banks, in foreign currency in the amount of USD 103 Million to an employee’s group bidding to undertake the acquisition of a specific business division of a large industrial concern in Pakistan, as well as in local currency in the amounts of PKR 6,500 Million and PKR 3,000 Million to meet the working capital requirements of the non-acquired business of the said concern. We also rendered intricate opinions on compliance matters, including advice on foreign exchange regulations and other relevant circulars/ notifications issued by the State Bank of Pakistan.

7) Member of the JSS & CO LLP team which developed, drafted and advised various financial institutions on the finance and security documentation in respect of long term finance facilities (“LTFF”) offered to microfinance institutions such as KASHF and NRSP against the security of inter alia the microfinance credit guarantee provided by the State Bank of Pakistan under the auspices of SBP’s microcredit guarantee facility as well as the financial institutions’ stand alone LTFF. The security documentation was tailor made for each financial institution in accordance with their respective internal approvals and nature of facilities and authorities which they are authorized to exercise. We have drafted documents in respect of finance facilities of Rs. 4 Billion cumulatively for JS Bank Limited, Askari Bank Limited and Pak Oman Investment Company Limited.

8) Member of the JSS & CO LLP team which drafted the finance and security documents and advised the strategic investment department of Pak Brunei Investment Company Limited in respect of a short term credit line product of Rs. 230 Million, secured against, inter alia, assignment of proceeds of underlying contracts which entered into with international financing agencies by the customer or by endorsement of letters of credit issued by commercial banks. The documentation was drafted in a manner so as to allow the customer to avail multiple sub limits within the limit of the master facility, with each facility being governed by the terms of the master finance agreement and individual sub limits governed by standard offer letters, acknowledgement and confirmation of purchase.

9) Member of the JSS & CO LLP team which rendered legal advice and facilitated Sui Southern Gas Company Limited (“SSGC”) in the discussions leading to the finalization of an LNG (liquefied natural gas) Operation and Services Agreement. Rendered legal advice to SSGC on the commercial, corporate and regulatory aspects of the LNG Operation and Services Agreement, which are consistent with international power projects and international best practices. Offered comprehensive legal opinions on specific and general queries raised by SSGC in relation to the procurement laws of Pakistan.

10)  Member of the JSS & CO LLP team which acted as legal advisors to an international online start-up incubator which proposes to set up a company in Pakistan to serve as an e-payment gateway operator and carry out and/or facilitate electronic payment transactions, within Pakistan. Rendered advice on the regulatory landscape/framework in Pakistan governing e-payment gateways as well as the process of incorporation of a company providing the services of an e-payment gateway operator. Detailed opinions on the matter have been rendered to the client by JSS & CO LLP based on the Companies Ordinance, 1984, the Investment Policy, 2013 of the Government of Pakistan, the Payment Systems and Electronic Fund Transfers Act, 2007 and the Draft Regulations for Electronic Payment Gateways circulated by the State Bank of Pakistan;

11) Advised NIB Bank Limited, Industrial and Commercial Bank of China Limited, Soneri Bank Limited and Bank AL Habib Limited on their standard conventional finance agreements, security instruments and other ancillary documentation in line with the regulatory and legal requirements in Pakistan including standard master documentation for various categories of loans and advances such as term finance, working capital finance, long term finance, export finance, import finance and have also drafted standard security documents pertaining, inter alia, to mortgage, hypothecation, pledge, set-off, guarantees and indemnities. Also rendered legal advice on the regulatory and legal requirements in Pakistan.

12) Advised various banks including MCB Bank Limited, National Bank of Pakistan Limited, Allied Bank of Pakistan, United Bank Limited, Standard Chartered Bank (Pakistan) Limited on extending syndicated financing to Trading Corporation of Pakistan for import / local procurement of various commodities for and on behalf of the Government of Pakistan. Drafted syndicate finance documents and security documents in line with the laws of Pakistan.

13) Acted for Alliance Francaise de Karachi, a non-profit organization, in defending a property tax matter before the Cantonment Board Clifton, Karachi.

14) Drafted and reviewed various agreements in respect of IT related works, including hardware/ software licensing agreements and service level/ maintenance agreements for banks including Bank AL Habib Limited, Bank Al Falah Limited and JS Bank Limited.

15)  Reviewed various Master Risk Participation Agreements between local and foreign banks including Bank AL Habib Limited, Industrial and Commercial Bank of China Limited and JS Bank Limited and rendered advice on the regulatory and legal requirements in Pakistan.

16) Structured and drafted a joint venture agreement in respect of a dairy farming project worth PKR 300 million and advised the client on strategic issues and company law matters. Presently advising the client regarding the impact of competition laws in Pakistan.

17)  Reviewed and revamped the standard supply contracts, dealership agreements and sale agreements and tailored the same in line with the laws of Pakistan and the prevalent business practices for Syngenta Pakistan (Private) Limited which manufactures, develops and distributes agricultural products and is a subsidiary of Syngenta A.G., a Swiss company.

18)   Instructed by Mayer Brown International LLP to provide extensive advice in relation to an insurance claim in Pakistan involving more than USD 560 million;

19) Member of the JSS & CO LLP team acting as legal advisors to an international online startup incubator which proposes to set up a company in Pakistan to serve as an e-payment gateway operator and carry out and/or facilitate electronic payment transactions, within Pakistan. Rendered advice on the regulatory landscape/framework in Pakistan governing e-payment gateways as well as the process of incorporation of a company providing the services of an e-payment gateway operator. Detailed opinions on the matter have been rendered to the client by JSS & CO LLP based on the Companies Ordinance, 1984, the Investment Policy, 2013 of the Government of Pakistan, the Payment Systems and Electronic Fund Transfers Act, 2007 and the Draft Regulations for Electronic Payment Gateways circulated by the State Bank of Pakistan;

20)  Reviewing bidding documents and advising National Bank of Pakistan in order to ascertain whether the same was in compliance with the laws of public procurement;

21) Advising multinational clients such as Nokia Tietolikene Oy regarding Stock Option   Plans and Performance Share Plans for Pakistani employees and seeking necessary approvals of the same from the State Bank of Pakistan and on the applicability of the Foreign Exchange Regulations in relation to the acquisition of securities by Pakistani nationals and other exchange controls;

22) Various opinions on Competition Law pertaining to mergers & acquisitions, pre-merger notifications thresholds etc. and drafting/updating questionnaires relating to the same. Drafting pleadings/replies on behalf of Competition Commission of Pakistan (“CCP”) for constitutional petitions and/or appeals in the High Court filed against CCP Orders imposing penalties on dredging companies, banks, and electrical power manufacturers for collusive tendering/bidding; minimum balance charges on certain PLS accounts; and cartelization;

23) Advising Visa Inc. in relation to re-structuring of their offices in the Asian-Pacific region;

24)  Opinions on aviation matters relating to IDERA (Irrevocable Deregistration and Export Request Authorisation), the Cape Town Implementation Rules, discharge/cancellation of aircraft mortgages, deregistration/arrest of aircrafts and the removal of aircrafts to different jurisdictions;

25) Providing general advice and assistance in relation to corporate regulatory compliance including the filing of various forms for companies at the Securities & Exchange Commission of Pakistan, incorporation of companies particularly a micro-insurance agency, advising on minimum requirements for insurance brokers/agents, reviewing and drafting Articles and Memorandum of Associations etc. and advice pertaining to the closure and opening of liaison/branch offices in Pakistan;

26) Advising the Pakistan Banks’ Association along with the State Bank of Pakistan, the Federal Board of Revenue and other stakeholders with regards to the implementation of the Foreign Accounts Tax Compliance Act and the signing of a bilateral intergovernmental agreement between Pakistan and the United States of America concerning the automatic exchange of information; and

27)  Drafting, reviewing and advising banks in relation to Islamic financing such as Ijarah, Salam and Istisna in accordance with the regulations of the State Bank of Pakistan and the standards set by the Accounting and Auditing Organization for Islamic Financial Institutions (“AAOIFI”).

28) Advised and formed part of the HaidermotaBNR team involved in an ongoing assignment for the State Bank of Pakistan in relation to a proposed legislation aimed at overhauling and simplifying local laws concerning the creation of security interests over moveable collateral, and creating a government registry for the registration of secured transactions by unincorporated entities (particularly in the SME sector.

29)  Advised and closely worked with local telecommunications operators in Pakistan on multiple proposed transactions for sharing of tower businesses with other telecom operators in Pakistan, involving de-merger of the tower business of each telecom operator and merger of such businesses into a new company.

30)  Involved in various litigation matters pertaining to the Dewan Group of Companies against various financial institutions in Pakistan. Drafted recovery suits and attended Steering Committee meetings.

31)  Assisted on an assignment for the Government of Sindh for preparing the legal framework establishing and governing a new authority for the development and execution of mega infrastructure projects in the Province of Sindh.

32)  Involved in an arbitration matter for an international client under the Recognition and Enforcement (Arbitration Agreements and Foreign Arbitral Awards) Act, 2011 in relation to a dispute arising out of an international transaction.

33) Acted as the legal counsel for Delphi Corporation in Pakistan in relation to the winding up of its businesses in Pakistan.

34) Advised on, drafted documentation for and conducted extensive due diligence projects for  various mergers and acquisition transactions, corporate restructurings and setting up of joint venture companies in Pakistan including, de-merger of ICI’s paints business, acting as the legal counsel for Delphi Corporation, and assisting with Sumitomo Corporation’s establishment of a Joint Venture Company in Pakistan.

35) Drafted an extensive memorandum in response to a query by Linklaters regarding media laws in Pakistan.

36) Advised and drafted documentation in relation to a financing transaction between a local bank and Shaheen Air involving creation of aircraft mortgage as a security interest.

37)  Drafted and reviewed various agreements in respect of IT related works, including hardware/ software licensing agreements, software architecture agreements and service level/ maintenance agreements for banks including Bank AL Habib Limited, Faysal Bank and JS Bank Limited.

38)  Conducted general advisory work on banking and finance and corporate matters, including Intellectual property.

1)         Provided legal advice, reviewed and revised a draft agreement to be executed between a large payment and technology service provider and a major Pakistani bank in which the service provider would operate a payment processing network throughout the country through the provision of POS and M-POS systems to merchants whilst also acting as the merchant acquirer in all transactions generated through the POS or M-POS systems and the bank would act as the settlement bank via which all transactions acquired by the merchant acquirer would be settled. Also participated and assisted in pre-contractual negotiations between both parties to ensure that an agreement that was acceptable to both parties was reached whilst allowing the service provider to protect its key interests against the bargaining power of the bank.

2)  Provided legal advice to a major Pakistani bank in connection with the provision of a credit facility worth Rs. 500 million to a large ship building firm. The advice rendered also covered the corporate and agency issues raised by irregularities in the authorisations given by the ship building company’s board of directors to its senior employees authorizing them to enter the credit facility contracts with the bank.

3) Worked as part of an JSS & CO LLP team which advised DLA Piper (Ireland) on the Pakistani law and regulatory issues relevant to the lease of a Boeing 737-300F Commercial Aircraft from a company based in Ireland (the lessor) to a company incorporated and based in Pakistan (the lessee). The advice rendered also included advice on international treaties affecting the contract of lease, namely, the Cape Town Convention on International Interests in Mobile Equipment, to which both Ireland and Pakistan are signatories.

4) Acted for a major Pakistani bank before the Federal Investigation Agency in connection with a fraud investigation in which the bank was a victim of the fraud.

5) Reviewed and prepared documentation pertaining to a clearance application made to the Competition Commission of Pakistan to obtain approval for two European investment funds to acquire a sizable shareholding in one of Pakistan’s largest microfinance banks.

6) Provided legal advice and undertook review of documentation for the Industrial and Commercial Bank of China in relation to the establishment of a new provident fund for the benefit of the Bank’s employees in Pakistan.

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