Search results for

On April 11 2013, the Philippine Bureau of Internal Revenue issued Revenue Regulations No 6-2013 (RR 6-2013) amending certain provisions of Revenue Regulations No 6-2008, which provides for, among other things, the rules involving the determination of the fair market value of shares of stock not listed and traded in the local stock exchanges. These regulations implement the provisions of the Philippine National Internal Revenue Code (the Tax Code) relating to the imposition of capital gains tax on the sale or transfer of shares that are not traded through a local stock exchange. The general rule under the Tax Code is that gains realised from the sale or disposition of shares of stock is subject to a capital gains tax of 10% (other than a sale of shares through a stock exchange, which is generally subject to a stock transfer tax of 0.5%). For the purposes of calculating the tax, the gain is the amount by which the selling price or fair market value of the shares (whichever is higher) exceeds the seller's acquisition cost. Under the previous set of rules, the fair market value of the shares was deemed equal to their book value, as shown in the financial statements duly certified by an independent certified public accountant nearest to the date of sale. In case the fair market value of the shares of stock sold or transferred was greater than the amount of money and/or fair market value of the property received, the excess received as consideration will be deemed a gift subject to the donor's tax under section 100 of the Tax Code (at a rate of up to 30% of the net gifts).

Nonye Uwazie The recognition and enforcement of judgments rendered by courts of other jurisdictions is an important tool of international trade integration. International trade participants are of the view that such domestic recognition and enforcement of foreign judgments provides oil in the wheels of trade. Recognition is a precondition for enforcement of foreign judgments with the criteria for such recognition stipulated in domestic legislation. In Nigeria, the requirement for recognition and enforcement of foreign judgments is contained in the Foreign Judgments (Reciprocal Enforcement) Act, Cap 152, Laws of the Federation of Nigeria 1990. Parties wishing to enforce foreign judgments in Nigeria must, as a first step, apply to have the judgment registered in the appropriate court. The time limit for such registration recently came up for resolution before the Nigerian Supreme Court in VAB Petroleum Inc v Mr. Mike Momah (2013) LPELR-SC. 99/2004.

Beatriz del C Cabal Until recently, when clients inquired about the steps to complete a spin-off of a Panamanian corporation, the answer was that the Commercial Code and Corporate Law did not regulate the matter. Since it was unregulated, clients were very sceptical about moving forward with this process, more so because of the uncertainty of the tax and commercial implications that this operation could carry. Since Law 85 of November 22 2012 was published, that uncertainty has gone. This new law regulates corporate spin-offs, for all types of Panamanian corporate legal entities, by the division of all or part of their assets and their transfer to an existing corporation or to a new one created specifically for that purpose, as long as the companies have the same shareholders.

With debate continuing around the interpretation of standard provisions in sovereign debt, the International Capital Market Association (ICMA) plans to help better facilitate sovereign debt restructurings. ICMA’s general counsel, Leland Goss, explains how

Daniel Futej Cyril Hric For the past several weeks, the European banking sector has been facing a relatively specific situation where the owners of accounts in certain banks in Cyprus had to forfeit their deposits in a manner usually seen when a bank goes bankrupt. On the other hand, one of the effective tools used by EU member states in combating tax fraud and evasion is a restriction on cash payments. This means that parties are forced to settle their monetary obligations by means of bank transfer. Slovakia also adopted a law late last year expressly prohibiting cash payments exceeding a specified amount – Act No 394/2012 on restrictions on cash payments, which came into force on January 1 2013. The Act considers cash payments to be the handing over of notes or coins, in cash, in the euro or other currency, and the acceptance of that cash by the recipient. The limit on cash payments made between natural persons who are not entrepreneurs is €15,000 ($19,600). If the parties are legal persons or natural person entrepreneurs, however, the limit on cash payments between such parties is €5,000. If a cash payment is split into several instalments, where all the instalments are associated with one and the same legal arrangement, the instalments will be taken as a whole for the determination of the value of the cash payment.

Mian Muhammad Nazir The judgment of the Dubai Court of First Instance, in a case involving an ijara contract (lease contract), contemplates the UAE courts' level of familiarity with complex Islamic finance contract instruments. Though the court decision may be subject to appeal, but as it stands, it reveals an evidence of adequate judicial recognition for Islamic finance contracts. Although it is not the first case that recognises the application of principles of Shariah and Islamic contracts and instruments, the decision will nevertheless confirm the UAE legal and judicial systems' readiness to dispense justice and adjudicate civil and commercial disputes strictly in accordance with the terms and conditions of the underlying contracts and the governing law of such contracts.

Muharrem Küçük Mustafa Yigit Örnek When international banks and financial institutions finance a project or provide acquisition financing, they need to acknowledge certain restrictions under the Turkish Commercial Code No 6102 (TCC) in respect of security granted to secure such financing. For any project or acquisition financing, the borrower itself is able to provide a corporate guarantee to the lenders. But there is a concern if a subsidiary company is required to provide a corporate guarantee in respect of the obligations of its parent company. According to article 202 of the TCC, a parent company cannot cause any loss to its subsidiary. Although abuse of control by the parent company does not render the relevant transaction void, the parent company is obliged to compensate the losses of the subsidiary within the same financial year or provide a method for compensation within the same financial year. If the parent company fails to compensate, the other shareholders or creditors of the subsidiary are entitled to commence proceedings against the parent company and the directors of the parent company for compensation of losses. Article 202 also applies if either the parent or the subsidiary is incorporated in Turkey.

Veena Sivaramakrishnan Pooja Yedukumar Restructuring continues to be the buzz word in India in 2013. It is not just in the context of non-performing assets that banks and financial institutions are seeking to restructure their books. Be it corporate debt restructuring (CDR) or restructuring under the statutory realm of the Board for Industrial and Financial Reconstruction (BIFR), companies seem to be resorting to these methods as an easy means of rehabilitation. The CDR mechanism is technically voluntary, though most Indian banks (especially in the public sector) are members of the CDR Cell, thereby making it mandatory for them to participate in the restructuring of a company to which they have an exposure in India. The CDR process provides for banks and financial institutions (which are not a party to the Cell) to enforce their rights outside the CDR mechanism. Effectively this allows companies to get some leeway especially from CDR participating banks in relation to their obligations, while continuing to ensure that the rights of the non-participating banks are not adversely affected.

Mark-Oliver Baumgarten, Thiemo Sturny, Andreas Bättig and Stefan Knobloch of Staiger Schwald & Partner examine the reasons why Switzerland has remained a financial hub while economic instability has claimed so many of its neighbours

Indonesia's Investment Coordination Board (BKPM) recently issued a new Regulation (Reg 5 2013) concerning Guidelines and Procedures for Licenses and Non-Licenses for Capital Investment, dated April 8 2013. The regulation presents new items that may impact new investment for establishing a foreign investment company as well as existing foreign investment companies (known as PMA companies:basically Indonesian incorporated companies that have one or more foreign direct shareholders).