CORPORATE/

BUSINESS LAW
PRESENTED BY

• Name: HARIS HUSSAIN

• Reg.No.: 2162075
CONTENTS

• Intellectual property law

• Corporative personality
• Corporative governess
• Companies ACT, 2017 & a look at their some salient features
• Prevalent competition Law in Pakistan
• The financial institutions (Recovery of Finances) Ordinance, 2001 & sales of goods ACT 1930
• Sole proprietorship, Company and Partnership.
INTELLECTUAL PROPERTY
LAW
Intellectual property deals with issues regarding the security and enforcement of designs,
inventions, and artistic works.
• Patents
• Trademarks
• Copyright laws
 Purpose
• Trademark: These are words, images, and sounds that identify a brand
• Example: “DELL” is trademark that identifies goods (computers and computer related
objects).
• “CITY BANK” is a trademark that relates to services (banking and financial
services).
• Patents: Patents give an inventor exclusive rights to use, make and sell the invention and
can stop others from doing anything with that idea or invention
• Examples: Electric lighting- patents held by Edison and Swan Plastic- patents held by
Baekeland Ballpoint
pens- patents held by Biro Microprocessors-
patents held by Intel. Telephones-patents held by Bell CDS-patents held by Russell.
• Copyrights: This form of protection covers original music, art, software, or video.
• Trade Secrets: There are pieces of information such as a recipe, process, or technique that
gives a business an advantage over competitors.
CORPORATE PERSONALITY
• It is an artificial personality given to corporation whereby certain rights and duties are
attributed to it.
• A corporation has a personality of its own which is different from the personalities of the
individuals.
• A Corporation can have property and rights and duties.
ESSENTIAL CONDITIONS

• There must be a group or body of human being associated for certain purposes
• There must be organs through which the body or the group acts.
• A corporation is either a corporation aggregate or a corporation sole.
TYPES

• Corporation Aggregate
• Corporation Sole
CORPORATE GOVERNANCE
The set of rules and procedures that ensure that managers do indeed employ the principles
of value based management.
• Where VBM is, “a managerial approach where the whole aim, strategies and actions are
linked to shareholder value creation”
• Essence of Corporate Governance, “to make sure that the key shareholder objective
wealth maximization is implemented”.
PRINCIPLES

• Rights and equitable treatment of shareholders

• Interests of other stakeholders
• Role and responsibilities of the board
• Integrity and ethical behavior
• Disclosure of material matters and responsibilities of the board and management
PILLARS

• Fairness
• Accountability
• Transparency
• Independence
BENEFITS

• Good corporate governance is necessary for the corporations in the competing markets
• Countries that have implemented good and proper Corporate Governance have
experienced:
 Healthy growth
 Higher ability to attract capital
 Corporate governance is the mechanism by which the agency problems of corporation
stakeholders, including the shareholders, creditors, management, employees, consumers and
the public at large are framed and sought to be resolved.
COMPANIES ACT, 2017

SOME SALIENT
FEATURES
FEATURES

• Borrowing Powers
Section 30, the memorandum and articles of a company empower it to enter into any
arrangement for obtaining loans, advances, finances or credit. Previously, the companies were
not entitled to borrow money because their object clause did not contain any borrowing power.

• Attendance of General Meeting Through Video Link

The companies may allow one or more members to attend and participate in a general meeting
through a video link. Previously, this wasn’t available to the shareholders.
• Anti-Money Laundering Measures
The officials of all companies will be bound to check commission of fraud, money-laundering, including predicated offences,
under the Anti-Money Laundering Act, 2010 pursuant to Section 453. The SECP will conduct joint investigation in serious cases
like fraud, pursuant to Section 258. The SECP may revoke the license of the companies registered with charitable and not-for-
profit object, if found to be run and managed by persons involved in terrorist-financing or money-laundering pursuant to Section
42(5).

• Regulation of Real Estate Sector

All companies that launch any real estate projects and that invite advances from public for such projects will have to obtain
approval and permission of the SECP at different stages of development of the projects, including:
a) before announcement of any real estate project
b) before making any publication or advertisement of real estate projects
c) before accepting any advances or deposits against any booking
d) before inviting persons to purchase any land, apartment or building
e) before accepting a sum against purchase of the apartment, plot or building.
• Inactive Companies
Pursuant to Section 424, any company that is already inactive or that has no significant accounting transaction, may apply to
the registrar to obtain the formal status of an inactive company.

• Reporting of Change in Shareholding

All companies have to inform the SECP about any change of more than 25% in their shareholding, pursuant to Section 465.

• Quota for Disabled Employees

It is mandatory for the large public interest companies to reserve 2% special quota for employment of disabled persons
pursuant to Section 459. The Act also encourages public interest companies to have female representation on their board.

• Dispute Resolution Through Mediation and Conciliation Panel

Under the Act, any company, its management or its members or its creditors may refer a dispute between them to the
Mediation and Conciliation Panel set up by the SECP for resolution.
PREVALENT COMPETITION
LAWS
ABUSE OF DOMINANT POSITION.

Sec 3 of the Act prohibits the abuse of a dominant position through any practice that
prevents, restricts, reduces, or distorts competition in the relevant market. These practices
include, but are not limited to, reducing production or sales, unreasonable price increases,
charging different prices to different customers without objective justifications, that make
the sale of goods or services conditional.
PROHIBITED AGREEMENTS

Sec 4 of the Act prohibits undertakings or associations from entering into any agreement or
making any decision in respect of the production, supply, distribution, acquisition or control
of goods or the provision of services, which have the object or effect of preventing,
restricting, reducing, or distorting competition within the relevant market. The Commission
is authorized, however, to issue either individual or block exemptions under sec 5-9 of the
Act.
APPROVAL OF MERGERS

The law prohibits mergers that would substantially lessen competition by creating or
strengthening a dominant position in the relevant market. The Act requires prior notice of
proposed mergers or acquisitions that meet the notification specify entrance in sec 4 of the
Competition (Merger Control) Regulations 2007.
FUNCTIONS AND POWERS OF THE COMMISSION

• Section 28 of the Act states that the are to

• initiate proceedings and make orders
• conduct studies for promoting competition
• conduct enquiries
• give advice to any undertaking which has asked for it in relation to the consistency of its proposed
actions in relation to the law
• engage in competition advocacy
• take all other actions necessary for implementing the Act.
SALES OF GOODS ACT 1930
ESSENTIALS CHARACTERISTICS

• Goods (sec 2(7))

• Price
• Sale
• An Agreement to Sell
SUITS FOR BREACH OF CONTRACT

• Where the property in the goods has passed to the buyer under a contract of sale and the
buyer wrongfully neglects or refuses to pay the price, the seller may sue him for the price
of the goods
• Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, the
buyer may sue the seller for damages for non-delivery.
THE FINANCIAL
INSTITUTIONS
(RECOVERY OF FINANCES)
ORDINANCE, 2001
INTRODUCTION

• Financial Institutions (recovery of finances) Ordinance 2001 which laid much more
emphasis on the recovery of finances through section-15
• All kinds of consumer financing, house building finances, investment financing, lease
financing, development financing etc. are covered under this law.
• It extends to the whole of Pakistan
• It shall come into force at once
FEATURES

• The recovery of all kinds of loans

• The seller or assignor will not sell or assign any high- cost home mortgage loans to the
purchaser .
• The seller or assignor is a beneficiary of a representation
• Exercises reasonable due diligence at the time of purchase or assignment of home loans
• A borrower may bring an original action for a violation
The main concern of the Financial Institutions is the recovery of their outstanding dues. The
law under the discussion has sufficient and effective provisions for the recovery of the dues.
If there are any bad debts that are due to their own doings, the Financial Institutions have
unethically disbursed finances of undesirable people without obtaining sufficient securities.
PARTNERSHIP
CHARACTERISTICS

• Limited life
• Ease of formation
• Transfer of ownership
• Management structure and operations
• Number of partners
ADVANTAGES

• you can allocate limited partners with significantly less liability.

• A partnership disperses the burdens of a business among several people, which typically
will also increase the chance of success when resources are pooled together.
• It is easy to change your legal structure later in the life of a company, and is very easy to
form in the beginning.
• Receiving credit will be easier with two people, rather than just having one person, which
means more capital is available for your business.
DISADVANTAGES

• The pros of having more people in a business can also complicate decision-making and
decrease profits.
• Liability may be less for limited partners, however, general partners retain full liability
among the owners for their own actions, as well as all other general partners.
• Disagreement between equal sharing partners is one of the biggest reasons company's
dissolve.
• A partner who chooses to leave will be costly, as you will have to value their assets and
replace that essential person who has taken on a lot of liability/responsibility.