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  • Pedro Dittrich Having not held auctions of areas for exploration and production of oil and gas since 2008, the Brazilian government decided to hold three bidding rounds in 2013: the 11th bidding round, which took place in May; the first pre-salt bidding round, to be held on October 22, certainly the biggest auction to be held in the sector; and the 12th bidding round, focused on the production of unconventional gas. Such initiatives have affected substantially all aspects of the oil and gas industry, creating various investment opportunities in the country. The 11th round presented very good results. Thirty winning companies, of which 18 were foreign, auctioned 144 onshore and offshore blocks in 11 sedimentary basins. Many records were achieved, such as the record number of 63 qualified companies to submit proposals, a record signing bonus ($1.4 billion in total), and the highest bid for a single block ever offered in Brazil ($172.5 million). All these numbers show the confidence of investors in the Brazilian opportunities for oil and gas.
  • The Italian Supreme Court, through its decision No 13905 of June 3 2013, has now recognised the right of non-professional clients to receive wider protection when dealing in financial instruments or investment services.
  • Aslihan Ozbey Turkey's new Law on Financial Leasing, Factoring and Financing Companies No 6361 introduces a consolidated legal framework to regulate the incorporation and operation of those types of company. Financial leasing, factoring and financing companies are required to be established as joint-stock companies and have at least five founding shareholders. Their boards must have at least three members who have relevant expertise and experience.
  • Notice No 002/2013-AMCM of the Monetary Authority of Macau (AMCM), which supersedes Notice No 6/93-AMCM dated September 1, entered into force on January 28 2013. It was enacted by the AMCM pursuant to section 6, paragraph 3a) of the Financial System Act (FSA) of Macau.
  • ‘Europe and the Americas’ leading female lawyers were celebrated at last month’s Women in Business Law awards in London and New York. The winners and highlights are here.
  • Tadashi Sato In July 2010, the Japan Federation of Bar Associations (JFBA) formulated and published its Guideline for Independent Committees relating to Company Scandals. It was partly amended in December 2010. The Guideline can be found online (in Japanese only) at www.nichibenren.or.jp/library/ja/opinion/report/data/100715_2.pdf.
  • Tomasz Konopka Borys D Sawicki Corruption has existed in every society. As historical evidence and much research shows, while it is difficult to eliminate it completely, no efforts should be spared to minimise its scale and effects. This is because corruption undercuts the macroeconomic, equity and institutional functions of a government, as well as its efficiency. The reputation of a corrupted country serves as a deterrent to foreign investment – there is much evidence that countries with a higher incidence of corruption also have lower investment and economic growth rates. Therefore, it is important for any country in need of foreign investment and fast development, such as Poland, to successfully eradicate corruption. Over the last 10 years, the Polish Criminal Code has undergone a number of changes designed to improving the legal armoury for fighting of corruption. In part, the changes resulted from the efforts of the Polish government and parliament to make Poland into a clean-hands country; other changes were imposed by the European Union in connection with Poland's joining of the organisation in 2004.
  • How to avoid conflating inbound and outbound Chinese M&A with financing
  • Securities legislation in Malaysia was recently amended followed by the issuance by the Malaysian Securities Commission of new guidelines to introduce and make operational business trusts (BTs) as an alternative investment structure in Malaysia. The establishment of BTs swiftly follows the recent wave of high-profile Malaysian-led initial public offerings (IPOs) in 2012, such as Felda Global Ventures, IHH Healthcare and Astro Malaysia Holdings. With the introduction of BTs, investors investing in Malaysian securities can tap into this investment structure which has been available in Singapore since 2006 and Hong Kong since 2011.
  • Banji Adenusi In April 2013, the Nigerian Stock Exchange (NSE) launched the Alternative Securities Market (ASeM) as a parallel market to its main bourse – having rebranded the second tier securities market. The aim of the ASeM is to provide small and medium-scale enterprises and emerging businesses with a platform to access and raise long-term capital. Further to the launch, the NSE has updated its Green Book, which details the requirements for listing on the ASeM. What is most notable about the ASeM, however, is the flexibility it offers by way of less stringent regulations than would have been available to companies listed on the main bourse, such as the absence of a requirement for capitalisation or shareholders equity. It is important to note that the ASeM is only accessible to publicly-held companies, with such companies having a minimum of two years' operating track record. One key introduction, targeted at ensuring conformity with international best accounting practices and management control, is the requirement that companies listing on the ASeM adopt the international financial reporting standards. The rule book further requires that the company offers 15% of its share capital to the public and be held by not less than 51 shareholders, with a lock-up period of 12 months post-listing, in which the promoters and directors of the company are required to hold a minimum of 50% of their shares held pre-listing in the company, where the listing is in connection with an initial public offering. In addition to this, the company is required to have a designated adviser, whose main responsibility is to ensure that the company meets all disclosure requirements in the ASeM rules.