1. Muhammad Umer Toor
Advocate, LLB (London), BSc Business (F.C. College)
84-N MODEL TOWN EXTENSION LAHORE
Cell: (+92) 323-4986080 | Email: i.umer.toor@gmail.com
Professional History
I. From 2012 to 2013, I worked at a human resource outsourcing company based
in Lahore which catered to MCB Bank Ltd, after completion of my BSc (Hons)
in accounting, finance and operations management. I managed accounting and
internal auditing, regulatory compliance of labour, sales tax, social security and
other laws, and was in liaison with the bank for custom service.
II. In June 2015, I joined a civil and corporate law chamber based in Lahore and
was inducted into Punjab Bar Council in November, 2015. I have represented
banks before various courts and tribunals, and negotiated with its clients
pertaining to various financial and non-financial legal matters. Moreover, I have
assisted managing partners in various matters including constitutional petitions
relating to banking matters before higher courts, arbitration, drafting of
agreements, etc. My practice so far has equipped me well-rounded knowledge
and expertise to work as full-time legal advisor and practitioner relating to
banking and finance law. I have been trained in English jurisprudence, and have
in-depth knowledge of banking and finance laws in India and Pakistan.
Summary of Banking and Finance Law Practice in Pakistan
I have listed down some of the very important matters I have been involved with, mostly
assisting senior partners and/or under their supervision:
I. Drafting Core Banking Legal Documents
I have drafted and (mostly) assisted senior partners in the drafting and vetting of
finance agreements, sanction letters, offer letters, hypothecation agreements,
mortgages, registering mortgages and charges over properties, pledging stock
agreements, renewal agreements, etc. for financial institutions.
II. Corporate Compliance
I have an experience of advising our clients on a number of issues relating to
corporate compliance. After establishment of the Securities and Exchange
Commission of Pakistan, corporate compliance attained much importance for
2. companies. In this regard I advised my clients regarding compliance with the
provisions of Companies Ordinance, 1984 and other applicable laws. This has
included advising financial institutions about shareholder agreements inter-se
members and the company, voting rights, selling and buying of shares, injection
of equity, investment rules, directors’ duties, statutory filings, etc.
III. Legal Opinions
I have drafted legal opinions on various aspects of company and banking laws.
Extending financial facilities is a very risky business in Pakistan, which requires
out-of-the-box thinking and feasibility analysis which goes beyond publicly
available information. I have, along with our team, advised banks by
investigating thoroughly into litigation history, financial performance, and
business plans of the prospective borrowers, so as to make lending less risky in
a volatile market economy.
IV. Documentation
I have extensive expertise in drafting and perfecting legal instruments for
execution of financial agreements. From simple agreements to sell relating to
immovable property to security documents, mergers and joint venture
agreements, I have been rendering all possible legal documentation services to
our clients under the supervision of managing partners.
V. Negotiation of Loan Agreements
I have assisted senior partners and advised financial institutions in drafting and
negotiating various kinds of finance facilitiessuch as ‘demand finance’, ‘running
finance’ (which caters to working capital requirements), ‘cash finance’ (small
amounts for personal financing), ‘housing finance’, etc. Negotiation includes
tenor, interest/mark-up rates, securities,etc. in exchange for the financing. I have
also been part of projects involving following financing facilities, as well as
litigation on disputes relating to: Export Financing; Export Refinance Facility of
State Bank of Pakistan; Dollar Based Financing under FE-25; Letters of
Guarantees; Financing against Trust Receipt; Letters of Credit (Both Foreign
and Local), etc.
VI. Litigation I: Recovery Suits
This is the core area of banking practice I have been involved in. Analyze all the
contracts and statutory documents executed, representations, communications
made by the parties, and ascertain outstanding liabilities and dues by perusing
statement of accounts of the loan account of the bank and current account of the
3. customer; draft plaints, replies; conduct evidence proceedings, cross-examine
witnesses; have successful argued before the court and obtained decrees against
judgment debtors; execute decrees by disposing of mortgaged, hypothecated
properties, etc. Financial litigation involves complex issues, where competing
interests of third parties, other financial institutions, etc., arise, and navigating
through it requires cutting-edge research and argumentation.
I have also successfully litigated recovery of Islamic finance loans before
banking courts, and have complete understanding and expertise of drafting,
executing and litigating various Islamic instruments such as mudarabah, ijarah
and musharakah.
Successfully submitted a veil lifting event so as to allow our client financial
institution to step into the shoes of an associated undertaking / affiliate (due to
common but mutually exclusive ownership between the family) of the borrower.
Assisted managing partner in a constitutional petition defending investigation
agencies such as National Accountability Bureau investigating into criminal
breaches of fiduciary duties, defaults, etc.
VII. Litigation II: Consumer, labour, civil suits
I have representedbanking and non-banking clientsbefore civil courts inrelation
to property disputes, proprietary dispositions and conflicts, defamation claims,
membership rights to co-operative bodies/associations, rendition of accounts
claims, shareholding disputes, etc. Before customs and tax tribunals, I have
argued against illegal customs and sales taxation. I have defended financial
institutions against claims by employees fordamages, wrongful termination, etc.
In consumer courts, I have argued against claims for defective financial
products/services, mostly against credit card services.
VIII. Advise on restructuring
I have assistedmanaging partners in drafting opinions and restrictingagreements
for financial institutions regarding loans extended private and public limited
companies in various sectors (sugar mills, rice mills, construction, real estate,
manufacturing, textile mills, etc.). My task had been researching and drafting
opinions on corporate debt restructuring to reduce the overall burdens of the
debts mainly by reducing the payable rates and extending time limits, and
monitoring financial performance and behavior of the borrowers to engage in
potential litigation for recovery of dues. It also involved pledging of new
properties or new rates on old mortgages, pledges, hypothecations, guarantees,
etc., based on financial health of the company by analyzing its balance sheets,
4. cash flow statements, past credit history. We have also advised financial
institutions regarding revival of sick units and non-performing loans. I have
litigated and advised banks on negotiating with corporations which were offered
generous settlement offers under statutory schemes.
Restructuring conducted by our team involved various deals such as redemption
of mortgage on some properties in return for more suitable movable/immovable
property or personal guarantee; integrating various finance facilities into a
reschedule single or fewer finance facilities; acquiring shareholding in the
defaulter companies and taking over management, etc. It also involves juggling
competing interests of various parties, as many a times a single borrower
negotiates with multiple financial institutions.
IX. Mortgaging Properties for Financing
Evaluation of properties, we analyze valuation reports submitted by specialized
evaluator firms appointed by courts or parties; conduct auctions by drafting
auction schedules, inspect sites, and hold public auction events and submit
reports of successful or disputed auctions to the court; conduct depositions
before local commissions, or act as local commission if appointed by the courts;
past transactions, encumbrances on properties, claims of legal heirs.
Performance commitments: guarantees, promissory notes, registered charges
with the Security and Exchange Commission of Pakistan.
X. Risk Management
Prepared a report on legal and regulatory risks facing a start-up province-wide
slaughter and meat processing and export company. Letter of credit; financing;
capital budgeting; compliance with statutory, environmental, labour, tax laws.
XI. Project Finance
I have also worked invarious ‘project finance’ advisory rolesto help raise capital
for various companies operating in different sectors from financial institutions.
We mitigate the risks involved in the deal and communicate between the lender
and borrower, although the final decisions and terms are executed at the sole
discretionof the parties involved. We perform due diligence and ensure no legal
exposure or lacuna is left that might undermine the interests of both parties.
XII. Investment Rules
I have advised a telecom sectorplayer and specialized banks oninvestment inter-
5. se related companies. It involved application of principles of company law and
corporate governance, and structured a deal consistent with applicable laws for
investment of millions of rupees. Statutory compliance and permission from
statutory/regulatory bodies is also ensured.
XIII. Alternate Dispute Resolution
I have assisted my seniors in arbitration proceedings over construction, banking,
and company law disputes. Pakistan has its own procedure of arbitration, with
which I have in-depth familiarization. I also participated in an international
investment law arbitration moot at Frankfurt University, in 2015 where I argued
on behalf of Banco de Portugal and the Government of England. I have sufficient
familiarity with international principles of arbitration, and procedural law
governing ICSID arbitrations.
XIV. Property Audits
On behalf of various financial institutions, I conducted the property audits of the
properties required to be mortgaged with them to secure various range of their
finance facilitiesmarketed to their customers. This involves visiting revenue and
land departments to investigate into the land registers, past history, and
documents to ascertain the status of ownership, any charges (registered or
equitable), claims of third parties, legal heirs, etc. Then, all the relevant
documents are compiled in the form of a report, and an opinion is submitted to
the financial institution regarding any overriding proprietary interests that might
encumber its future proprietary interests.
XV. Financial Analysis
I conducted a financial analysis of Lucky Cement Limited, a behemoth public
limited company based in Pakistan, on past five years of financial and market
performance of the company. I calculated the financial metrics in order to arrive
at investment decision fora prospective shareholder or institutional investor, and
to analyze its financial soundness.
XVI. Advisory Role to Start-ups
I have advised and helped various clients to set up a new business, including
structuring scope of its liability as a limited liability company, limited
partnership or else. I have assisted my clients with statutory filings and
documentation, such as opening bank accounts, credit card numbers and a
national tax numbers, etc. I have helped draft employment contracts, pension
rules, provident fund rules, etc. I have also advised companies on their
6. applications for securing loans from banking institutions; and private persons
seek personal financing. I have represented such clients at trial as well.
I hope this suffices for your needs. I seek to grow immensely at global level or in a
much more advanced and challenging jurisdiction. Please do not hesitate further for
any queries. References can be provided upon request.
Kind Regards
Muhammad Umer Toor
Guarantees
Loan agreements: types, drafts, terms, conditions.
Foreign/dollar based financing agreements
Interest rates
Project finance
Real estate finance
Asset securitization and financing