Unit 1 Corporate Legalities Assignment: Business Law Compliance & Dispute Resolution under Pakistan Legal System for Pearson BTEC Level 4 HND in Law

Assignment Brief

SUBMISSION FORMAT

THE SUBMISSION IS IN THE FORM OF 2 ESSAYS; AND 2 LEGAL ANALYSIS REPORTS

THE ESSAYS WILL BE IN THE FORM OF AN INTRODUCTION, BODY PARAGRAPHS AND A CONCLUSION. YOU NEED TO USE SINGLE SPACING AND FONT STYLE TIMES NEW ROMAN, SIZE 11. YOU ARE REQUIRED TO EXPLAIN EACH CASE SEPARATELY, USING THE GUIDANCE PROVIDED. ALL WORK MUST BE SUPPORTED WITH RESEARCH AND REFERENCED USING THE OSCOLA REFERENCING SYSTEM. THE WORD LIMIT IS SPECIFIED.

BOTH ANALYSIS SHOULD BE WRITTEN IN A CONCISE, FORMAL BUSINESS STYLE USING SINGLE SPACING AND FONT STYLE TIMES NEW ROMAN AND SIZE 11. YOU ARE REQUIRED TO MAKE USE OF HEADINGS, PARAGRAPHS AND SUBSECTIONS AS APPROPRIATE, AND ALL WORK MUST BE SUPPORTED WITH RESEARCH AND REFERENCED USING THE OSCOLA REFERENCING SYSTEM. PLEASE ALSO PROVIDE A BIBLIOGRAPHY USING THE OSCOLA REFERENCING SYSTEM. THE RECOMMENDED WORD LIMIT IS SPECIFIED. ALL LEGAL ISSUES AND PROCEDURAL ISSUES SHOULD BE SUBSTANTIATED WITH CASE LAW AND LEGISLATION. IT SHOULD BE OBJECTIVE, STRUCTURED LEGAL ADVICE WHERE BOTH SIDE OF THE ARGUMENTS ARE CONSIDERED AND PUT IN WRITING.

ASSIGNMENT SCENARIO AND GUIDANCE

PART A

Your employer firm has been hired by an American manufacturer who wants to expand their business and open a company in Pakistan to break into the South Asian market. One of the firm’s partners has requested you to prepare several documents that would assist the client to evaluate the legal framework the company would operate under.

1. Firstly, you are requested to draft a handbook providing a comprehensible evaluation of the Pakistan’s legal system and laws, highlighting the nature of the Pakistan’s legal system, its various sources of law (constitution, case law, legislation etc.) And recent reforms and developments to support businesses. It should also explain procedural aspects of how the various sources of laws are made by the government and applied in the courts. Relevant case law examples should be cited. The handbook should reflect an understanding of the nature of the Pakistan’s legal system relevant to new businesses. (LO1)
2. A second handbook is required to critically analyse formation of various types of business organizations and their advantages and disadvantages of their formation should be highlighted. The partner feels that a public limited company is the best way forward hence the client should be advised in detail as to how a company is incorporated, managed and funded in Pakistan in detail. (LO3)

PART B

Your firm’s clients, Kashmala and Khan are the directors of a company named L&C LLP. The company was established in Peshawar, KPK in 1990. L&C had 20,000 shares (owned by both Kashmala and Khan) and a capital of RS 100,000. Due to a criminal proceeding against the directors’, they fled to Karachi, Pakistan, aiming to escape any penalties. They were in hiding for 20 years and returned to L&C LLP in 2010. Upon their return they discovered that their company namely L&C LLP had been changed to AMC LLP in 1994. In 2000 AMC LLP changed their name to MM LLP. Till the year 2000 Kashmala and Khan remained as the directors of L&C LLP and AMC LLP. However, when MM LLP was established, they again remained the directors for two years after which they had been removed and replaced by Ali And Hamza. (LO2)

The task assigned to you is to:

1. Can Hamza and Ali replace Kashmala and Khan as directors of the company? If so, under what legal provision can they legally overcome this task?
2. If Kashmala and Khan wish to take legal action against Hamza and Ali, what will be the legal process and under what section of the Companies Ordinance 1984 will the dispute be catered?

PART C

Summaiya works at Pakistan Tobacco in Islamabad as a legal consultant. She was employed in 2014. During her interview in 2014, Asad, her hiring manager, presented her with her employment contract which stated:

“your working hours will commence at 09:00 and finish at 18:00. You will work 45 hours a week…” “Coming later than the stated time will lead to penalties, if late three times one day’s pay will be deducted. 10 day of wages can be deducted maximum in a month for late.”

“any disputes under your employment contract will be resolved by arbitration”

It was during the same interview that Asad verbally communicated that you may start at 10:00 and finish at 17:00 as her title does not bear the workload, unlike others. Summaiya signed her contract, handed it to Asad and accepted the timings communicated to her by Asad, verbally. Asad changed jobs 3 months ago and Summiya had a new supervisor, Amna.

After a few months, Amna in June 2016 reviewed Summiya’s contract and informed the senior management about the timings Summaiya has been following and has taken strict disciplinary action against her; which could also lead her to become redundant.

The company director has now suspended Summiya for an indefinite period without pay or until they take further action.

Please advise Summaiya highlighting the following:

1. What action can the company take against her?
2. What are the fallbacks which can be relied upon by her in order to save herself from any liabilities and at the same time protected from being redundant?
3. What will be the arbitration procedure adopted by her company to resolve the dispute?

GUIDANCE

PART A

1. The first legal report should critically explain and evaluate the nature of the Pakistan’s legal system keeping in mind that it is a common law state but with federal powers as well as central legislation. Explanations of the different sources of law such as case law, legislation as well as the formation and implementation should be demonstrated. (P1). The government’s role in the lawmaking process and what new legal developments and reforms that have been brought should be evaluated (P2, M2). The Punjab Commercial Courts Ordinance 2021, the Companies Ordinance 2016, Corporate Restructuring Companies Amendment Act 2021, Companies Amendment Act 2001, the formation of commercial courts and the introduction of court annexed mediation are all recent reforms in the legal system that should be critically evaluated in terms of their effectiveness. (M2) Comprehensively the legal report should give a critical evaluation of the whole legal system for the client to understand one of the aspects of ease of doing business in Pakistan which is the legal system.
2. The second report should provide an analysis of the formation of different various types of businesses and companies that can be set up under law such as sole trader, partnership, private and public limited companies etc. (P4, D2) Analysis of the advantages and disadvantages of the formation should be provided for the client to have a comprehensive picture.(M3). The report will explain the body that regulates company incorporation in Pakistan and the types of companies it incorporates. A particular regard will be a key difference between an LLC and a LLP (in the case of private companies) as the company structure in Pakistan is that of an LLP. The student needs to explain the relevant incorporation process and legal sections of the law for each company type and the documentation that needs to be presented by the client. An important aspect will be to explain if whether foreign nationals can incorporate a company in Pakistan. If so, what is the process that needs to be followed. (Sections 434 To 443 of the Companies Act, 2017).(D2, P4) ) It should also briefly explain how the different business organizations are not just formed but how are they managed and funded as well (p5) to provide a holistic picture. This will include discussing the management of a company e.g., appointment of directors, company secretary, auditor. The role of the shareholders. The application of company law in forming different types of business organisations and companies, raising capital and liquidation.The most relevant legal provisions referenced by the student are Companies Ordinance 1984 and Companies’ Law 2017.
   • The Companies Ordinance (XLVII OF 1984)
   • The Companies Act, 1913.
   • The Partnership Act, 1932.
   • Competition Ordinance, 2007

PART 2

This question is a problem question that revolved around the company law of Pakistan. (P3) The most relevant acts are the Companies Ordinance 1984 unlike the Company Act 2017 as no facts exist post-2017. The student needs to first establish the role and importance of a directors in a private company in Pakistan and their legal relationship in the operation of a company. (P3) The question requires the student to analyse the potential impact on businesses through application of law (M3)

Some important legal provisions from the 1984 ordinance are:

• Section 181 Removal of Directors
• Section 196 Power of Directors
• Section 282-F Power to Supersede Directors
• Section 282-B Power to Make Rules
• Section 305 Wound Up by Court
• Section 358 Voluntary Wound Up
• Part Xvi Legal Proceedings, Offences Etc

PART 3

This question is a problem question and revolves around 3 different laws in Pakistan. (p3) The student needs to firstly establish if whether Summaiya executed a valid contract with her company or not. This will be established once all contractual elements, required for a contract to be valid are explained in detail. (P3) Once the contract has been executed the student also needs to shed some light on the importance and the weight of the agreement that took place between Summaiya and Asad.

Once the relation between the above two aspects have been clarified, the student shall establish under what circumstances can the company take any strict action against Summiaya (M4) and if so, how can Summaiya exclude her liabilities i.e. If the contract included an exclusion clause. (M4) Compare and contrast the possible ways forward for Summaiya through arbitration, mediation or litigation for breach of contract and recommend possible remedies available (P6 &M4). Critically evaluate all avenues available to Summiya such as litigation and ADR, and their effectiveness (D3)

Relevant laws to be considered:

• Factories Act 1934
• Contract Act 1857
• Industrial and Commercial Employment (Standing Order) Ordinance 1968
• Arbitration Act 1940

Case law

• 2021 SCMR 1213 Supreme Court
• 2021 PLC 191 Supreme Court
• 2020 PLC 247 Peshawar High Court

EVIDENCE CHECKLIST