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" PROBLEMS ENCOUNTERED BY BIDDERS IN PROBLEMS ENCOUNTERED BY BIDDERS IN ACQUIRING A MAJOR STAKE IN A LISTED COMPANY IN PAKISTAN AND HOW THE UK TAKEOVER CODE IN LETTER AND SPIRIT CAN PROVIDE SOLUTIONS By Ayesha Shaikh, Attorney-at-law   INTRODUCTION   Takeover and merger activity is still in its infancy in Pakistan' due in part to the structure of the corporate sector. Many listed public companies are owner-managed entities with over 51% of the shares being held by sponsor shareholders. Listing on the stock exchanges enables these entities to access funds which may otherwise not be available from commercial banks (particularly after the world financial crisis in 2008) or shareholders, but still retain management control. Big corporations run by professional management teams whose actions are vigilantly scrutinized by independent 'public' shareholders2, to ensure, for example, maximum dividend payouts and increase in share value are the exception in Pakistan and generally (though not always) confined to multinational companies ("MNCs") and major domestic business and industrial groups3.   Before promulgation of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 (the "Pakistan Takeover Ordinance"), there was no specific legislative code dealing with takeovers and substantial acquisitions, and transfer of shares of a listed company was primarily regulated under the principal companies legislation, the Pakistan Companies Ordinance, 1984 (the "Pakistan Companies Ordinance")4. The Pakistan Companies Ordinance required shareholders with more than 10% of equity securities in listed companies to disclose any changes in their beneficial ownership in the securities to the regulatory authority…