Sanaya F. Vachha Advocate of the High Courts of Pakistan

Sanaya joined the firm as a paralegal in 2002 and is now a Senior Associate who is primarily involved in matters relating to corporate and commercial law including intellectual property matters.

Sanaya has participated in litigation proceedings before specialized tribunals, lower courts and High Courts of Pakistan and has assisted senior counsel in the courts of Pakistan upto the Supreme Court.

Sanaya is enrolled as an advocate with the Sindh Bar Council and is a member of the Karachi Bar Association, the Sindh High Court Bar Association, the International Trademarks Association (INTA) (based on firm’s membership), Asian Patent Attorneys Association (APAA) and Inter Pacific Bar Association (IPBA).

  • Advocate, Sindh - 2013
  • Bachelor of Law (LL. B), Sindh Muslim Government Law College, Karachi University - 2013
  • Bachelor of Arts - Karachi University - 2008

Mergers and Acquisitions

Advising on the restructuring of a family group with interests in multiple sectors, comprising of private companies, companies listed on the stock exchange, unlisted public companies and joint-ventures.

Advising on the restructuring of companies involved in a well-known fast food franchisee’s business in Pakistan.

Advised and represented Imperial Developers and Builders (Private) Limited on the acquisition of Hotel Metropole (Private) Limited and Karachi Properties Investment Company (Private) Limited – the owners of Hotel Metropole.

Advised Rakuten Inc. (a Japanese ecommerce company) acquired a significant minority equity stake in Careem, a Dubai-based ride-hailing company, currently operating in 11 countries across the Middle East, North Africa and South Asia region including Pakistan.

Advised Royal FrieslandCampina N.V./ FrieslandCampina Pakistan Holding B.V. in the acquisition of upto 51% of the total issued ordinary shares of Engro Foods Limited through private sale and through a mandatory tender offer under the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008.

Advised HSBC Bank Oman S.A.O.G in connection with the merger of its Pakistan branches with and into Meezan Bank Limited.

Advised on the Pakistan law aspects viz a viz banking and competition legislation in relation to the merger in Oman of the business and assets of HSBC Bank Middle East Limited, Oman Branch into Oman International Bank S.A.O.G. and with HSBC Bank Middle East Limited owning 51% of the issued share capital of Oman International Bank S.A.O.G.

Advised a major Pakistani conglomerate in relation to the acquisition of 49.11% shares of a local bank from its majority shareholder based abroad.  

Advised Standard Chartered Bank (Hong Kong) Limited through its affiliate Standard Chartered Private Equity in relation to its USD 15 million equity investment in a logistics company, Tranzum Holdings Limited a DIFC domiciled company that will wholly own or control, TCS Express Worldwide LLC (Dubai), TCS Holdings (Private) Limited,  TCS Express Worldwide Limited (UK), and TCS Express Inc. (Canada).  In this regard, also conducted a legal and regulatory due diligence on the Pakistan entities in light of Pakistan laws and regulations on the subsidiaries of Tranzum Holdings Limited and reviewed the Share Purchase Agreement.

Advised a global retail and consumer company for consumer durable products, including home appliances in relation to the proposed global restructuring in Pakistan and conducted a legal due diligence exercise on the Pakistani subsidiary. In this connection we have reviewed the corporate documents, financing and security documents, litigation files, property documents, leases and licences made available in the Virtual Data Room set up for this purpose.

Merger of Pharmacia Pakistan (Private) Limited and Parke, Davis & Company Limited  

Carried out a due diligence exercise in the acquisition of a majority stake by Vision Holding Middle East Limited in Pioneer Cement Limited held by the majority shareholders.

Energy & Power

Currently advising the clients in relation to foreign and local currency financing proposed to be extended to Sindh Engro Coal Mining Company for the expansion of the coal mine from 3.8 Mt/a to 7.6 Mt/a at Thar Block II, Sindh (Phase II) by the lenders/finance parties.

Advised foreign lenders in relation to financing extended to Sindh Engro Coal Mining Company and Engro Powergen Thar Limited for the development, design, engineering, procurement, financing, construction, ownership, operation, management and maintenance of a 3.8 MT/A coal mine on Block II of Thar Coal Mine and a 2×330 MW mine mouth coal-fired thermal power project.

Corporate and commercial
Acted in and advised local and international clients upon matters related to the setting up of and incorporation of private companies, not for profit organizations, branch and liaison offices, anti-trust, corporate governance, project financing, banking and financing including microfinance banking, foreign exchange regulations, arbitration, labour laws, property matters, rent laws, cyber and media laws and due diligence exercises in various sectors including minerals, banking, beverages, consumer goods, steel, private equity, luxury goods, retail, real estate.  

Acted in and advised on general commercial contracts including licensing (including copyright licensing) and franchising agreements, leases, employment contracts (including work for hire) supply and distribution agreements.
Acted for law firms and advisors internationally in undertaking due diligence exercises for local companies in relation to investments.

Advised on local compliance, including with the Securities and Exchange Commission of Pakistan, the Competition Commission of Pakistan, Board of Investment and other regulators.

Intellectual Property

Acted in and advised on the maintenance, protection and enforcement of IP rights for local and international clients belonging to various sectors including but not limited to confectioneries, food and beverages, pharmaceuticals, luxury goods, publishers. Such work inter alia includes:
  • Filing and pursuing oppositions, rectification and invalidation actions before the Trade Marks Registry and Copyright Office in Pakistan
  • Acting in and advising clients in relation to IP litigation matters, such as preparing and pursuing civil actions for IP infringement, passing off and unfair competition and exploring settlement options before the IP Tribunals and Courts.
  • Advising clients in relation to border control measures, including initiating and pursuing enforcement actions before Customs Authorities.
  • Advising on the enforceability of domain names through civil actions and/or administrative proceedings under the Uniform Dispute Resolution Policy.
  • Preparing, filing and pursuing complaints before the Competition Commission of Pakistan in relation to deceptive marketing practices.

  • Member of the International Trademarks Association (INTA) Enforcement Committee for the term 2020-2021.
  • Contributes regularly to the Competition and Antitrust Newsletter for the International Law Office (ILO).