Our practices
Corporate and M&A
Our Pakistan corporate and M&A practice has been at the centre of the country’s most significant transactions for more than three decades. We act for multinationals entering Pakistan, sponsors on landmark M&A, and the Government of Pakistan on statutory reform and privatisation — consistently top-ranked by Chambers, The Legal 500 and IFLR1000.
Bilal Shaukat
Hasnain Naqvee
Yousaf Khosa
Nadir Altaf
Shafaq Rehman
Corporate Advisory, Governance and Compliance
We are trusted external counsel to clients Pakistan’s largest domestic enterprises and the Pakistan operations of leading multinationals. Many of our client relationships run for 20 to 30 years — which we regard as the clearest measure of the quality of our advice. Our advisory mandate spans the full life-cycle of corporate activity: from incorporation and capital structure, through directors’ duties, governance frameworks, regulatory compliance and day-to-day commercial decision-making, to restructuring, reorganisation and, where necessary, exit. This advisory bench is the foundation of our Pakistan corporate and M&A practice.
Key capabilities
- Corporate structuring, incorporations and capital formation
- Corporate governance, board advisory and directors’ duties
- Shareholder arrangements, share buy-back and capital reduction
- Ongoing external counsel and general counsel services
- Data protection (PDPA) compliance and frameworks
- Regulatory compliance (SECP, SBP, PTA, DRAP, CCP and sector regulators)
- Competition law advisory and merger control
- Corporate restructuring, reorganisation and amalgamation
- Restructuring and insolvency
- Foreign exchange and cross-border payments compliance
Representative experience
- Pakistan’s largest domestic conglomerates and MNCs — long-standing advisory relationships: McKinsey & Company Pakistan, Chevron Pakistan Lubricants, Syngenta Pakistan, Millat Tractors, Shifa International Hospitals, Avient Pakistan, Lucky Cement, Adamjee Insurance and English Biscuit Manufacturers — all retained on an ongoing corporate, commercial, regulatory and governance basis.
- CCL Pharmaceuticals (Private) Limited: PKR 500 million+ mandate on corporate, commercial, contracts and financing structuring, including separate support on the acquisition of Dynatis Pakistan.
- Siemens Energy Holding B.V. / Siemens Gamesa Renewable Pakistan / Siemens Gamesa Renewable Energy APAC: Pakistan corporate reorganisation of Siemens’s Pakistan business — transaction structure, trusts, foreign exchange and corporate-law advisory.
- Haleon (formerly GSK Consumer Healthcare Pakistan): Advisory on Pakistan-leg issues arising from the global separation of GSK’s consumer-healthcare and biopharma subsidiaries.
- Multinational telecoms company: Equity restructuring advisory (conversion of non-resident parent debt owed into equity) — due diligence, steps plan and regulatory coordination.
- British Council: Corporate restructuring, foreign exchange and associated tax advisory.
- Government-sector advisory: Engagement by multiple federal and provincial bodies including the Privatisation Commission, Government of Sindh (PPP agreements, Dhabeji Special Economic Zone, CCP matters), Sindh Energy Holding Company, Ravi Urban Development Authority, Higher Education Commission, Special Technology Zones Authority and the Civil Aviation Authority.
- World Bank Group: Regular contributor as Pakistan expert to the World Bank’s Doing Business and Women, Business and the Law surveys.
Inbound Investment and Market Entry
Inbound investment is one of the most dynamic areas of our Pakistan corporate and M&A practice. RIAA Barker Gillette is the firm multinationals retain when entering Pakistan. We act as Pakistan-leg counsel to leading international law firms and as principal counsel directly for global clients on every aspect of establishing or scaling operations in Pakistan: entity selection, sector-specific licensing, State Bank of Pakistan approvals, data protection, foreign exchange, tax, and ongoing regulatory compliance. Our experience spans the technology, consumer, financial services, hospitality, automotive and energy sectors, and through our Lex Mundi membership we are a single point of contact for clients needing coordinated Pakistan advice alongside home-country legal teams.
Key capabilities
- Market-entry strategy and entity selection (company, branch, liaison office, subsidiary)
- Sector-specific regulatory licensing and approvals
- State Bank of Pakistan foreign exchange approvals and repatriation
- Data protection, cybersecurity and cross-border data transfer
- Agency, distribution, franchise and technology-licensing structures
- Ministry of Interior security-clearance support for foreign directors and shareholders
- Ongoing external counsel / general counsel services post-entry
Representative experience
- BYD Auto Industry Company Limited: Counsel to the world’s leading EV manufacturer on its strategic entry into Pakistan, including a complex technical licensing framework addressing foreign exchange regulations, IP protection and technical compliance. Local assembly operations commencing in Karachi.
- A Fortune 50 global technology and consumer electronics group: Advising on market entry, including organisational structure options, tax and operational compliance, and the regulatory and licensing pathway for import and sale of cellular-based smartwatches.
- A leading global cloud-services provider — Pakistan-leg advisory on the legal, operational and regulatory landscape for expanding cloud services in Pakistan, including data privacy, government access rights, liability exposure and contract enforceability.
- A leading global payments network — advising on offshore provision of payment services into Pakistan, foreign exchange compliance, and the deployment of a buy-now-pay-later programme covering AML/CFT, data protection, outsourcing, credit and interchange.
- Three of the world’s leading international oil traders — advised on structuring their entry into Pakistan’s market following policy changes permitting bonded storage and local sale by foreign suppliers, including a novel UAE-title-transfer structure.
- An international hotel-management and hospitality group — counsel on the negotiation and execution of hotel management agreements for internationally branded 5-star hotels in Pakistan, a landmark in the entry of global luxury hotel brands into the Pakistani market.
- A major Pakistani textile conglomerate — leading a sophisticated corporate reorganisation transitioning the group from a fragmented domestic ownership model to a consolidated Singapore holding structure, navigating foreign exchange regulation, the “General Exemption” for inbound FDI, and double-taxation treaty protection.
- A leading global ride-hailing and mobility platform — counsel on its original entry into Pakistan, including restrictions on rickshaw advertising, cross-border remittances and corporate compliance — a foundational ride-hailing market-entry mandate.
Private Equity, Venture Capital and Joint Ventures
Private equity, venture capital and joint-venture activity has become a defining feature of the Pakistan corporate and M&A market over the last decade, and we are the firm most international sponsors and funds turn to for Pakistan-leg execution. We advise on minority and control investments, fund formation, portfolio-company bolt-ons, investor protections, exits, and the shareholders’ and joint venture agreements that underpin corporate-sector collaborations. Our team coordinates regularly with leading international funds, DFIs and their counsel on Pakistan-specific diligence, regulatory clearance and transaction structuring.
Key capabilities
- Private equity and venture capital investments (majority and minority)
- Fund formation, structuring and SECP notification
- Shareholders’ agreements and corporate-sector joint ventures
- Investor protection mechanics (reserved matters, drag/tag, anti-dilution, preference shares)
- Convertible instruments and structured equity
- Portfolio-company M&A and bolt-on acquisitions
- Exit structuring (trade sale, secondary, IPO)
- Development-finance and impact-investment structuring
- Founder, management and ESOP arrangements
Representative experience
- A leading global infrastructure private equity firm: Pakistan counsel on the proposed acquisition of a major telecommunications-tower operator’s Pakistan subsidiary — regulatory, foreign investment and antitrust advisory from pre-binding bid through closing, in coordination with lead counsel.
- General Atlantic Group: Pakistan counsel on CCP pre-merger clearance for the acquisition of Actis Holdings S.à r.l., which indirectly owns Yellow Door Energy and its Pakistan solar subsidiaries.
- TPG Capital: Counsel on the acquisition of stakes in the healthcare division of the former Abraaj Investments portfolio from Avicenna Healthcare 1 Pak and Gate Healthcare 1 Pak, including liability-insulating contractual architecture post-Abraaj liquidation (PKR 4.9 billion).
- A leading global growth-equity firm: Advised on the acquisition of a significant minority interest in vFairs Inc. (US-incorporated with substantial Pakistan operations), with comprehensive due diligence across corporate, employment, IP and data protection.
- 500 Global: Counsel on the establishment of a Pakistan-domiciled private equity fund (one of the largest international VC firms with over USD 2.7 billion AUM).
- Sarmayacar: Advising Pakistan’s leading venture capital firm on establishing a Pakistan-domiciled PE fund and SECP notification.
- Accelerate Prosperity / Aga Khan Development Network: Counsel on the establishment of a PE and VC fund as part of AKDN’s global initiative to catalyse entrepreneurship in Central and South Asia.
- Lakson Venture Capital Fund: Advised on the acquisition of Book Me Tickets (Private) Limited — drafting the Share Subscription Agreement and Shareholders’ Agreement (PKR 60 million).
- Nova Mobility (Private) Limited: Counsel on a joint venture with a Chinese EV components manufacturer for two- and three-wheeler electric vehicle assembly, distribution and export.
- Z2C Pakistan (Private) Limited: Counsel on a PKR 450 million minority investment in a leading Pakistan e-commerce platform, including reserved matters and minority-investor protections.
Mergers and Acquisitions
M&A sits at the heart of our Pakistan corporate and M&A practice. We advise on the full spectrum of public and private M&A in Pakistan — strategic acquisitions by global conglomerates, founder exits, cross-border divestitures and regulated-sector consolidations. Our partners have acted on several of the most significant transactions of the last three decades, from the landmark USD 2.59 billion privatisation of PTCL and the acquisition of K-Electric, to recent market-defining deals including PTCL’s USD 400 million+ acquisition of Telenor Pakistan and Orion Towers, the acquisition of Novartis Pharma Pakistan by the Getz Group, and the sale of TotalEnergies’ interest in Total Parco to Gunvor. What distinguishes our M&A practice is the integration of corporate, competition, tax and regulatory expertise under one roof: Pakistan M&A is rarely a pure corporate exercise — it turns on CCP clearance, foreign exchange, sector-specific licensing and, frequently, contested regulatory approvals — and we run deals with cross-disciplinary teams that anticipate those issues from the outset.
Key capabilities
- Public and private acquisitions and disposals
- Schemes of arrangement and court-sanctioned mergers
- Tender offers, public takeovers and defensive advice
- Carve-outs, spin-offs and demergers
- Competition Commission of Pakistan pre-merger clearances and exemptions
- Due diligence and vendor disclosure management
- Share purchase and shareholders’ agreements; earn-outs; W&I and post-completion adjustments
- Management buy-outs, buy-ins and leveraged transactions
- Cross-border deal coordination with international counsel
Representative experience
- Pakistan Telecommunication Company Limited (PTCL): Local counsel on the landmark USD 400 million+ acquisition of Telenor Pakistan and Orion Towers — completed December 2025, one of the largest telecoms-sector transactions in Pakistan’s history, involving four international law firms across multiple jurisdictions.
- Getz Group / Muller & Phipps / International Investments II Limited: Advised on the successful acquisition of Novartis Pharma Pakistan from Novartis AG and Novartis Pharma AG — completed December 2025. One of the most significant pharmaceutical-sector transactions of recent years, requiring CCP Section 11 clearance and coordination with the seller’s international counsel.
- TotalEnergies Marketing Services: Pakistan counsel on the sale of TotalEnergies’ 50% interest in Total Parco Pakistan Limited (a retail network of 800+ service stations, fuel logistics and lubricants) to Gunvor Group.
- Pharaon Investment Group Holding S.A.L.: Sole legal counsel on the proposed sale of its 84.06% stake in Attock Cement Pakistan Limited to a consortium comprising Fauji Cement and Kot Addu Power Company. Ongoing as of binding offers in August 2025.
- Nippon Express Co., Ltd.: Advised on the acquisition of an approximately 49% stake in TCS Logistics (Private) Limited, one of Pakistan’s largest logistics companies. CCP clearance obtained.
- Sapphire Fibres and Mindbridge: Counsel on the acquisition of 100% of Uch Power and Uch-II Power from Engie S.A., including regulatory approvals from CCP, SBP, PPIB and NEPRA.
- Dewan Petroleum Limited: Advising on the ongoing acquisition of Rally Energy Safed Koh Limited, an upstream oil and gas company with exploration and production interests in Pakistan, including continuity of gas supply arrangements with SNGPL.
- Liberty Mills Limited: Counsel on the proposed acquisition of 69% of Engro Powergen Qadirpur, 50.1% of Engro Powergen Thar and 11.9% of Sindh Engro Coal Mining Company by demerger and scheme of arrangement (approximately PKR 32.5 billion).
- Gul Ahmed Textile Mills Limited: Counsel on the acquisition of 50MW wind-power assets (Tenaga Generasi Limited) from Dawood Lawrencepur and IFC (USD 35 million).
- A leading global mining company: Pakistan counsel on the proposed acquisition of large-scale copper and gold mining leases in Chagai District, Balochistan, including structuring of a joint venture with the Federal Government and the Government of Balochistan.
Privatisations and Public-sector M&A
RIAA Barker Gillette has advised on most of the landmark privatisations in Pakistan’s history — acting for the Government of Pakistan, the Privatisation Commission, bidders, successful acquirers and, in several matters, subsequent strategic investors. Our partners drafted the statutory and regulatory frameworks for several of the sectors that have since been privatised, including telecommunications, oil and gas, the stock exchanges (demutualisation) and the capital markets. We continue to advise on federal and provincial privatisation processes and on the sensitive legal and political dimensions that accompany transactions involving state-owned enterprises. Privatisation work has shaped our Pakistan corporate and M&A practice from the firm’s earliest years to today.
Key capabilities
- Federal and provincial privatisation processes (buy-side and sell-side)
- Government of Pakistan and Privatisation Commission advisory
- Transaction documentation: information memoranda, bid documents, SPAs, concession agreements, implementation agreements
- Post-privatisation regulatory and litigation support
- Public-sector restructuring, deregulation and divestment
- Schemes of arrangement and state-enterprise reorganisation
Representative experience
- Privatisation Commission, Government of Pakistan — SME Bank Private Limited: Advising the Privatisation Commission, as part of a consortium, on the privatisation of SME Bank Private Limited. Our scope covers due diligence of the Bank, preparation of transaction documents, advising on the application of public-sector privatisation legislation, and assisting with the competitive bidding process.
- Government of Pakistan — PTCL privatisation: Advised on the USD 2.59 billion privatisation of Pakistan Telecommunication Company Limited — one of the largest privatisations in Pakistan’s history. Prepared the data room, drafted all Pakistan-law transaction documents, negotiated with bidders, and advised the Privatisation Commission on all aspects of the transaction.
- K-Electric (formerly KESC): Counsel for the acquirers in the privatisation of Pakistan’s largest vertically-integrated power utility. Conducted due diligence; negotiated the Share Purchase Agreement, Subscription Agreement, Implementation Agreement, standby letter of credit and undertaking with the Privatisation Commission; prepared acquisition-financing and consortium documentation.
- Sui Southern Gas Company Limited and Sui Northern Gas Pipelines Limited: Counsel on the proposed privatisation of Pakistan’s two largest gas utilities. Separately advised SSGCL on the divestment of its LPG Division and Meter Manufacturing Division, and SNGPL on the divestment of its LPG business to Shell Gas through the Privatisation Commission.
- Pakistan Petroleum Limited: Advised China National Oil Development Company (CNODC) / Zhenhua Oil on its bid for the privatisation of PPL.
- Pakistan State Oil Company Limited (PSO): Counsel for a bidder in the privatisation process.
- Magnitogorsk Iron and Steel Works (MMK): Counsel to MMK, the leading single-site ferrous metallurgy company in Russia, on its acquisition of Pakistan Steel Mills — including negotiation of all transaction documents and subsequent successful recovery of the advance purchase price following abandonment of the privatisation.
- Faisalabad Electric Supply Company Limited (FESCO): Advised one of the bidders in the proposed privatisation of FESCO, including due diligence and transactional documentation.
- Industrial Services activities of the ACS Group: Counsel to Vinci SA on the Pakistan-law aspects of its acquisition (USD 1.16 billion CASA-1000 project contractor).
- Union Bank Limited, NDLC, Dawood Bank Limited and Millat Tractors Limited: Counsel across the privatisation processes for these financial and industrial enterprises.
News and insights
- Pakistan Mining Law: Lexology Panoramic Guide – March 2026
- RIAA advises Nippon Express on TCS Logistics stake in Pakistan – February 2026
- RIAA advises PIGL on Attock Cement sale to Fauji Cement & KAPCO – February 2026
- RIAA Advises WPP on Acquisition of Media Businesses in Pakistan – February 2026
- RIAA Advises on Acquisition of Novartis Pakistan by Getz Group – December 2025
- RIAA advises PIGL on Attock Cement Pakistan proposed stake sale – December 2025
- RIAA Advises PTCL on Landmark Telenor Acquisition – November 2025
- RIAA advises on acquisition of Uch Power Plants in Pakistan – April 2025
- Hasnain Naqvee Shares Insights at Parliamentary IPP Panel – January 2025
- Pakistan Public Private Partnership Laws 2025 – Lexology Panoramic Guide – November 2024
- RIAA advises BYD on strategic entry into Pakistan’s EV Market – November 2024
- RIAA BG advises TotalEnergies on sale of shares in Total Parco Pakistan – September 2024
- Public-Private Partnership Projects in Punjab – July 2024
- Pakistan Chapter of the Chambers Corporate M&A Guide – August 2023
- Lexology Public Private Partnerships in Pakistan – August 2023
- Endeavor Global expands into Pakistan – August 2023
To discuss a Pakistan Corporate and M&A matter, contact our lead partners Bilal Shaukat, Hasnain Naqvee, Yousaf Khosa and Shafaq Rehman today.
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RIAA Barker Gillette is Pakistan’s premier law firm, with an on-the-ground presence in three major cities in Pakistan: Karachi, Islamabad and Lahore, and affiliated offices in Dubai (DIFC) and London.
The firm practices in all areas of corporate, commercial and dispute resolution law. Leading international legal directories consistently recognise the firm as a top-tier law firm in Pakistan.
RIAA Barker Gillette is the exclusive member firm in Pakistan for Lex Mundi, the world’s leading network of independent law firms with in-depth experience in over 125 countries worldwide.
