The First Counsel

Practice Area

Capital Markets

We advise issuers, sponsors, underwriters, and advisers on equity and debt offerings, listings on the Pakistan Stock Exchange, and the obligations that follow. We treat every line of a prospectus as a statement someone may later have to defend before the SECP or a court.

A public offering document is a liability document with a marketing function, not the other way around. We run verification the old way: every factual claim in the prospectus supported by a document, every projection labelled as one, every risk factor written by someone who has read the contracts it describes. Under the Securities Act 2015 the consequences of a defective prospectus fall on identifiable people, and the time to protect them is before the document is signed.

Between offerings, listed life is a rhythm of disclosure. We help boards decide what is price-sensitive and when it must be announced, and we put the decision in writing at the time it is made, because the SECP may ask about it years later. Where an inquiry does come, the same team that advised on the disclosure defends it.

The regulatory positions described here are stated as of mid-2026. The SECP's rulebook and the PSX regulations change; we confirm the current requirements at the start of each mandate.

How We Serve

We act on IPOs and secondary offerings on the Pakistan Stock Exchange: prospectus drafting and verification, book building, and approvals under the Securities Act 2015 and the SECP's Public Offering Regulations 2017. Verification is the discipline — every material statement traced to a source document in the file.

We document term finance certificates, sukuk, and other debt securities, listed and privately placed, including issues under the Private Placement of Securities Rules 2017. Trust deeds and security structures are drafted for enforcement by the trustee, not only for the term sheet.

We advise listed companies on price-sensitive disclosure, related-party transactions, and compliance with the PSX Rule Book and the Listed Companies (Code of Corporate Governance) Regulations 2019. When a disclosure question arrives late in the afternoon, we answer it before the market opens.

We act on further issues of capital under the Companies Act 2017, buy-backs of shares where the law permits them, and voluntary delistings under the PSX regulations, including the buy-out of minority shareholders at the exchange-determined price.

We defend companies, directors, and brokers in SECP inquiries and proceedings concerning insider trading, market manipulation, and disclosure failures under the Securities Act 2015. That includes show-cause responses, hearings before the Commission and its Appellate Bench, and onward appeals as the statute provides.

Representative Matters

  • 20—Acted for a listed company on SECP inquiries concerning related-party disclosures.Regulatory
All Representative Matters

Illustrative of the practice; matters anonymized consistent with confidentiality obligations.

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