MUHAMMAD ASHRAF TIWANA 242, Central Avenue, Bahria Phase 6, Islamabad, Pakistan Tel: (92-51) 514 6219, Cell: (92-300) 5555 303 E-mail [email protected]

Brief Profile

Muhammad Ashraf Tiwana did his LL.B (Hons) from University of Westminster, London. He enrolled as an Advocate High Court in 2001. Ashraf’s practice areas include transactional and contentious work in regulatory compliance, corporate governance, capital markets, Banking & NBFCs, telecom, energy, construction, competition, takeovers, mergers and acquisitions, employment & HR. He was one of the founding partners of AQLAAL Advocates which is a reputable law firm providing a broad range of legal services in the corporate, commercial, power and telecommunication sectors, and was included in the list of leading law firms of the country by the prestigious Chambers and Partners in its 2012 & 2013 edition. He moved in house with the SECP where he headed the Legal Department for 4 years. He accumulated rich and diversified experience of regulation of the capital markets, corporate, insurance and NBFC sectors in his capacity as the head of Legal at SECP. He advised SECP in several high profile investigations involving fraudulent practices, insider trading & other regulatory and criminal enforcement actions. He was actively involved in policy formulation and development of legal frameworks for the sectors regulated by SECP. His expertise acquired by way of drafting, implementation and enforcement of corporate and capital market laws is unrivalled. He has extensive legislative drafting experience. He was member of the team which drafted the first IT law of the country, the Electronic Transactions Ordinance, 2002. He was actively involved in the stakeholder dialogue, formulation and drafting of the Demutualization and Corporatization law for the stock exchanges of the country, the new Securities Act and the Futures Act. He was also involved in formulation and development of primary and subsidiary laws for introduction of innovative financial products like REITS, Private Equity & Venture Capital, Private Pensions, Treasury Stock, Financial Derivatives, Margin Financing and other Leveraged Market products. He has worked closely with international donor agencies like ADB, IMF, World Bank, etc and took part in negotiating and finalizing as well as implementation of the conditions for loans and grants for Pakistan Government and its agencies. He has been part of several committees and task forces constituted by the Federal Government and SECP for development of policy and legal frameworks in areas of Corporate laws, Taxation, Money Laundering etc.

Detailed CV PROFESSIONAL QUALIFICATION  

Advocate, licensed to practice in the High Courts and Lower Courts of Pakistan Member of Pakistan Bar Council

EDUCATION 1997

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LL.B. (Honors), University of Westminster, United Kingdom

1993

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B.A, History & Politics, University of Punjab

WORK EXPERIENCE Present

Independent Legal Consultant

July 2011 till July 2014

Partner at AQLAAL Advocates, Islamabad

May 2007 till June 2011

Head of Legal Department/ Executive Director (Law) at Securities & Exchange Commission of Pakistan (SECP) Islamabad

October 2002 till May 2007

Registrar of Appellate Bench at SECP

July 2001 to September 2002

Partner at AQLAAL Advocates & Legal Consultants, Islamabad

April 2000 to July 2001

Associate with Amhurst Advocates, Islamabad

January 98 to March 2000

Associate with Mandviwalla & Zafar, Advocates & Legal Consultants at Islamabad and Lahore Offices

Brown,

Solicitors

&

SPECIALIZED AREAS OF WORK      

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Regulatory Corporate & Commercial Capital Markets Banking & NBFC Sector Telecommunication & IT Public Private Partnership

Energy Competition Engineering & Construction Anti-Money Laundering Governance & White Collar Crime Procurement

SOME OF THE PRIVATE CLIENTS REPRESENTED       

China International Water Corporation Nichimen Corporation (Japan) Daewoo Corporation (Korea) Impreglio S.p.A (Italy) Bayinder Insaat (Turkey) Citibank N.A ABN Amro Bank 2

&

Electric        

Three Gorges Corporation of China Siemens Pakistan Ufone/PTML Zong/CMPak Mobilink/PMCL RIM/Blackberry Nayatel Private Power & Infrastructure Board CV - MUHAMMAD ASHRAF TIWANA

 

Standard Chartered Bank United Bank Limited

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of Pakistan (PPIB) NEPRA

WORK @ AQLAAL Advocates 

Co-managing Partner at AQLAAL Advocates

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Generally advising and representing clients on telecom, energy, corporate and regulatory compliance, capital markets, banking and finance etc

@ SECP; 

Involved in the overall policy and law making for the sectors regulated by SECP at the Commission, Policy Board, Ministerial, Federal Cabinet and Parliament levels:

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Part of the management teams involved in the development of the regulatory framework and structural reforms for the financial and corporate sectors;

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Interacting and coordinating with international agencies and institutions like ADB, IMF, World Bank, DFID, US SEC etc and representing SECP and Pakistan on issues relating to corporate and financial sectors;

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Interacting with Government authorities and other agencies;

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Managing the Legal Department comprising of 18 lawyers stationed in different cities and supervising the work assigned to them;

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Providing legal advice, managing litigation, formulating and drafting laws/rules/regulations/agreements etc, providing legal assistance in administration of laws and enforcement actions initiated by SECP;

Ministries,

Departments,

Regulatory

OPINION & CONSULTANCY WORK 

Acted as counsel to international & local banks, financial institutions and NBFCs on issues relating to consumer finance, securities, recovery and other related issues;

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Preparing, drafting and vetting finance & security documents, commercial contracts & agreements including service, consultancy, joint venture, lease, hire & purchase and sale agreements. Conducting legal audits of banks & companies;

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Advising clients on local and foreign direct investments, formation of companies, subsidiaries, Liaison & Branch offices, obtaining licences & permissions to conduct businesses;

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Advised foreign investors on power sector regulatory issues, tariff determination, corporate acquisition, competition, foreign exchange and other transactional issues relating to setting up of Wind & Hydro power IPPs in Pakistan. Advised GOP on the CASA 1000 project financing which proposes to import electricity from Central Asian states;

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Acted as counsel to foreign sponsored Independent Power Producers (IPPs) and regulatory authorities of the power sector and advising on issues relating to Power Purchase Agreements (PPA), Implementation Agreements (IA) and recovery claims.

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Advised cellular companies on issues relating to auction of 3G Spectrum/Licence by PTA. Acted as a counsel for local & multinational telecom companies on issues relating to telecom licenses, co-location agreements, Quality of Service (QoS) issues, HR related issues, Competition issues, government regulation, and other financial & taxation matters. Prepared a legal diligence report for RIM/Blackberry on ‘Lawful Access’ to electronic communications in Pakistan;

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Conducted due diligence & verification of Petroleum Concessions & corporate records for a foreign oil exploration company;

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Acted as counsel for International & Local Construction & Engineering companies & firms on issues relating to negotiation & execution of construction contracts, construction claims, arbitrations and court cases, financial & taxation matters and other commercial issues.

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Acted as part of Lender’s Engineering team to conduct due diligence & risk assessment of the Swat Expressway Project. Acted as part of a consortium of financial, technical & legal consultants on a multi-billion dollar construction project in Karachi;

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Worked under the aegis of IPDF to draft a Passenger Insurance Agreement between Pakistan Railways and an Insurer under the Public-Private Partnership (PPP) mode designed to offer voluntary passenger coverage to Railways passengers in Pakistan. Acted for IPDF in assisting the Ministry of Railways to set up a separate corporate entity to manage the Real Estate owned by Railways throughout Pakistan;

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Acted as the retained counsel to Railway Estate Development & Marketing Company (Private) Limited (REDAMCO) and advised it on land/property related issues;

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Advised clients on HR & Employment issues including employment & labour contracts, service & disciplinary rules, termination of employment, employment aspects of mergers and acquisitions etc;

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Providing advice and assistance to the top management and operational Departments of SECP:(a) on legal issues relating to regulation and development of the Corporate sector, NBFC & Islamic Finance sector and the Capital Markets; (b) on the interpretation and implementation of laws administered by the SECP; (c) on legal issues relating to the investigative & adjudicatory role of the SECP as the apex regulator of the Capital Market and the Corporate Sector; (d) in development & strengthening of the regulatory & supervisory framework for the Corporate Sector and the Capital Markets; (e) on international and regional, bilateral & multi-lateral agreements, treaties, memoranda of understanding between SECP and international regulators and organizations;

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Acted as the counsel for the Electronic Government Directorate, Government of Pakistan on the E-Government Project;

LITIGATION WORK 

As an Advocate High Court prepared, filed, pursued & defended numerous cases in

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the courts of law on behalf of clients in varied areas of law e.g. contractual, construction & engineering, constitutional, corporate, taxation, regulatory, financial and banking etc. 

Prepared & filed Tariff and review petitions before NEPRA relating to determination of tariff of wind & hydro power projects;

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Filed & defended various regulatory & show cause notice proceedings for corporate clients before SECP & High Courts;

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Prepared & filed references & cases on behalf of Telecom & Internet Service Provider companies before the Pakistan Telecommunication Authority (PTA) & High Courts.

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As head of Legal at SECP managed hundreds of Court cases filed by and against SECP in different courts of the country and developed an Information System Database of SECP Court cases.

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As head of the Appellate Bench Registry of the SECP, managed hundreds of appeals filed before the Appellate Bench, and advised the Bench on related legal and procedural issues. Some Notable Cases

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Assisted Mr. S. M Zafar Senior Advocate of Supreme Court who appeared as Amicus Curie before the Supreme Court of Pakistan in the case of ‘Syed Zafar Ali Shah vs. General Pervez Musharraf’, regarding the 1999 Military takeover by General Pervez Musharraf;

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Member of the legal team, which represented the Government of Pakistan and won an arbitration claim of US$510 million filed before the International Chamber of Commerce (ICC) by a foreign sponsored Independent Power Producer (IPP);

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Assisted the Legal Advisor to the Finance Minister who headed a negotiation team to settle a multi-million dollar claim against the Government of Pakistan by a foreign Independent Power Producer (IPP);

LEGISLATIVE WORK 

Co-drafted the Stock Exchanges (Demutualization, Corporatization and Integration) Act 2012;



Member of the legal team which drafted the first information technology law of the country namely, ‘Electronic Transactions Ordinance, 2002’ ;

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Advised and assisted the Special Committee of the Federal Cabinet headed by Advisor to the Prime Minister on Law & Human Rights in finalizing the ‘Anti-Money Laundering Act;

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Actively involved in the stakeholder dialogue, formulation, drafting and finalization of the new Securities Act, 2015;

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Member of a special Task Force constituted by the Prime Minister to review and recommend changes in Tax and Corporate laws for developing the Holding Company structures in the country;

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Assisted the Corporate Laws Review Commission (CLRC) headed by Chief Justice (Retd) Ajmal Mian in developing the conceptual approach of the new Company law 5

CV - MUHAMMAD ASHRAF TIWANA

for Pakistan; 

Actively involved in formulating and developing primary and subsidiary laws for introduction of innovative financial products like REITS, Private Equity & Venture Capital, Private Pensions, Treasury Stock etc;



Drafted and finalized numerous amendments in the Companies Ordinance, 1984, Securities and Exchange Commission of Pakistan Act, 1997, Securities and Exchange Ordinance, 1969, Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance 2002;

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Assisted SECP & Federal Government in drafting & finalizing various laws, including Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, Futures Trading Act & Futures Trading Rules, Commodity Exchange & Futures Contracts Rules, Public Sector Companies (Corporate Governance) Rules, E-Crimes Bill, the new State Bank of Pakistan Bill, National Commission for Human Rights Bill.

CONFERENCES & EXECUTIVE EDUCATION PROGRAMS 

Participated in an exclusive workshop for SECP & State Bank of Pakistan on Strengthening Financial Regulation and Supervision in Pakistan and Improving Financial Inclusion arranged by ADB & DFID in Bangkok in November 2009;

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Part of team of an ADB sponsored program for SECP & SBP to study the financial and capital markets regulatory framework of Australia;

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Represented the Government of Pakistan & SECP at the 6th Annual Meeting of the Asia Pacific Group (APG) on Money Laundering in Macau, China in September 2003;

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Attended an executive training program on ‘Corporate Finance’ in London UK;

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Attended ‘Management Development Program’ organized by SECP and National Institute of Banking and Finance (NIBAF);

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Attended an executive training program on ‘Fundamental Principles and Interpretation of Financial Statements’ at Lahore University of Management Sciences (LUMS);

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Attended an executive training program on ‘Financial Derivatives’ at LUMS;

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Attended an executive training program on ‘Business Application of Information Technology’, designed to develop understanding of the scope, implications and uses of IT in businesses at LUMS;

LANGUAGES WRITTEN & SPOKEN Urdu Punjabi English

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Fluent Fluent Fluent

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