Capital Markets, Financing Arrangements & Securitisation

Bawaney & Partners have an excellent reputation in the capital markets with vast experience in legal matters of brokerage houses, stock exchange, central depository, banks, financial institutions, NBFIs, NBFCs and institutional lenders and investors. The Firm has helped many entities in raising debt and equity based financing as well as project finance transactions successfully, and was behind the establishment of the first central depository company and conceiving the first private electronic exchange company in Pakistan.

Most of the leading brokerage houses in Karachi are regular retainer clients of the Firm. Additionally, the Firm is also the legal advisor on a retainer basis for the most important entities involved in capital markets, namely the Pakistan Stock Exchange Limited, National Clearing Company of Pakistan Limited as well as the Central Depository Company of Pakistan Limited.


Selected Transactions
  • Alteration of the Memorandum and Articles of Association of Karachi Stock Exchange (Guarantee) Limited (now known as Pakistan Stock Exchange Limited) to facilitate formation of corporate brokerage entities and permitting companies to undertake business of securities brokerage.
  • Formation of the first three corporate stock brokerage houses in Pakistan by conversion of sole proprietorship/partnership concerns into public companies  
  • Initial Public Offering for the first three stock brokerage companies to be listed on the Pakistan Stock Exchange, including JVs with offshore investors.
  • Formation of the Central Depository Company of Pakistan Limited (CDC), which is to date the only depository company in Pakistan. The work included JVs/SHAs with offshore and local financial institutional investors, advice on and amendments to the proposed CDC Regulations, procurement of CDS systems and software as well as all other matters pertaining to operations of the company and depository system.
  • Assistance on formation of National Clearing Company of Pakistan Limited (NCCPL) and acting as first retainer counsel for NCCPL.
  • Structuring and execution of voluntary buy back of shares by a listed brokerage house under the Buy Back Regulations to facilitate in reduction of surplus capital.
  • Structuring of settlement deal and drafting ensuing agreements by way of which redemption proceeds from preference shares issued by a textile company were converted and repackaged directly into secured and convertible privately placed term finance certificates (TFCs).
  • Issuance of Additional Shares (other than Rights Issue) by a listed company to select offshore investors to form collaboration.
  • Issuance of additional shares by way of rights (Right Shares) at a discount by regulated entities such as commercial banks and asset management companies, the purpose of which was to meet minimum capital requirements as specified by the regulators.
  • Development and finalization of employees stock option scheme for a major local conglomerate.
  • Preparation of Policies of CDD/KYC and AML/CFT for brokerage houses and AMCs.
  • Issuance of preference shares by a cold-roll steel manufacturing company to facilitate the issuer in financing its cost overruns at the time of implementation of the project.