Why we pair corporate and criminal practice

A board minute and a charge sheet are different documents, written for different readers. In Pakistan they frequently describe the same afternoon.

Consider an ordinary sequence. A company approves an acquisition; the board relies on a valuation; consideration moves through a bank; the deal closes. Three years pass. Then a letter arrives — from the National Accountability Bureau if a public-sector counterparty or public office holder was anywhere near the transaction, from the Federal Investigation Agency, from the Securities and Exchange Commission of Pakistan, from the Federal Board of Revenue. The questions in the letter are about that afternoon. The minute is exhibit one. Nothing about the transaction changed in those three years. What changed is the reader.

The same facts, read twice

Corporate life in Pakistan sits closer to the criminal law than in most jurisdictions, and it is worth being plain about why. The National Accountability Ordinance, 1999 — as amended through 2022 to 2024 [SCOPE OF CURRENT JURISDICTION — TO BE VERIFIED BY REVIEWING LAWYER] — treats assets beyond known sources of income and misuse of authority as offences whose proof begins with documents that companies generate every day. The Anti-Money Laundering Act, 2010 attaches a laundering charge to the proceeds of a wide schedule of predicate offences, which means a dispute that begins as tax or regulatory can be recharacterized as criminal without any new facts. The Foreign Exchange Regulation Act, 1947 puts criminal consequences behind exchange-control breaches, so a payment structured without the approvals contemplated by the State Bank's Foreign Exchange Manual is not merely irregular. And the Prevention of Electronic Crimes Act, 2016, as amended in 2025, reaches anything done through a computer system — which, in a modern company, is everything.

The Companies Act, 2017 completes the picture from the civil side. Directors owe duties; interested directors must disclose; related-party transactions require board and, in some cases, shareholder approval under the Act's related-party provisions [SECTION NUMBERS — TO BE VERIFIED BY REVIEWING LAWYER]. The SECP enforces these with penalties. But the sharper risk is not the penalty in the Companies Act. It is recharacterization: the same set of facts, read once as commerce and once as accusation. The rupee flows are identical. The intent alleged is not.

Most of the profession is organized as if these were separate worlds. Transactional lawyers who have never read a remand order. Defense lawyers who have never read a shareholders' agreement. Each misreads the other's documents. The deal lawyer drafts a minute that is commercially impeccable and forensically careless. The defense lawyer, handed a completion mechanism or an earn-out, cannot tell the investigator why the money moved the way it did — and an unexplained payment, in an investigation, is halfway to an alleged one.

What the pairing changes in practice

On the corporate side, it changes how the record is built. We draft minutes to be read by a prosecutor five years later, because they may be. That means the minute records what information the board had, where it came from, who dissented and why, and what independent valuation or opinion was relied on. It means diligence maps criminal exposure alongside warranties: who in the counterparty's chain is a public office holder or politically exposed person; which regulatory approvals exist in writing rather than in assurance; how the consideration will actually move, through which accounts, with which reporting consequences under the AML Act. None of this slows a deal that is sound. It slows deals that were going to become someone's problem, and it is better that they become a problem in a conference room than in an accountability court.

On the defense side, it changes what counsel can see. A lawyer who has negotiated a sale-purchase agreement reads a data room the way an investigator reads a charge sheet, and a charge sheet the way an investigator should have read the data room. When the prosecution's theory rests on calling an escrow arrangement a parking of funds, or an earn-out a kickback, the cross-examination that matters is the one conducted by someone who knows what those instruments are for, what they look like when they are genuine, and what they look like when they are not. The difference between a suspicious payment and a completion payment is a difference of documents, and the defense lawyer who can produce and explain the documents ends cases that would otherwise run for years.

There is also a simpler operational point. When the call-up notice arrives, the client should not have to introduce two sets of lawyers to each other and pay for the education of both. The lawyer who understood the resolution and the lawyer who answers the notice should sit in the same room from the first hour — in our practice, they do, and they are sometimes the same person. The transaction file and the defense file are one file. Firms that keep them apart are choosing their own convenience over the client's position.

We did not pair these practices as a branding decision. We paired them because the facts of Pakistani commercial life are paired, as of this writing and for the foreseeable future. The state reads business documents with a criminal grammar. Businesses deserve lawyers who write and defend in both.

What this means for you

Before you sign a board minute, ask who will read it in five years, and assume one reader is an investigator. Record your reasons and your reliance at the time — a contemporaneous record of good faith is worth more than any affidavit reconstructed later. Keep the approvals in writing, especially anything touching foreign exchange or a public-sector counterparty. And if a notice comes, bring the transaction lawyer and the defense lawyer to the first meeting together. If they are not already in the same corridor, put them in the same room within the day.