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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).

Anna Pinedo Five years following the outset of the financial crisis, the debate regarding regulatory capital levels for US banks only seems to have intensified. The US banking agencies released notices of proposed rulemaking relating to regulatory capital in mid-2012; these proposals were the subject of intense commentary. To meet G-20 commitments, it was assumed final capital requirements for US banks would be released by mid-2013. However, given new legislative proposals, and new recommendations from policymakers, the country seems to be further from any consensus regarding an approach to regulatory capital and prudential regulation. Recently, Senators Sherrod Brown and David Vitter introduced proposed legislation that would set Basel III aside, and require adoption of new capital requirements focused principally on common equity, or an equity capital ratio, and impose at least a 15% minimum capital requirement on large US banks. The bill also would require separate capital requirements for subsidiaries, and limit the permitted activities of banks and their non-bank subsidiaries. Although the bill may never receive the bipartisan support required for approval, it is nonetheless important in that it illustrates the continuing debate over too-big-to-fail institutions. It also suggests that perhaps the actions that already have been taken following enactment of the Dodd-Frank Act are not sufficiently well-understood.

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.

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.

In response to the 2007 eurozone and US debt crises, the Basel Committee on Banking Supervision in 2010 introduced Basel III with a view to regularising standards on bank capital adequacy and market liquidity risk. The unprecedented speed with which Basel III was introduced was an attempt to stem the growing dissatisfaction with how banks were regulating themselves and to regain market confidence. While the aims of Basel III can be lauded, criticism on its viability in regions not affected by the European and US debt crises brings to the fore questions as to whether such standards would have counter-productive results.

Carlos Fradique Mendez Cesar Rodriguez A positive investment cycle and the consolidation of the country's macroeconomic framework have underpinned Colombia's sustained growth over the last decade. This was reflected in the investment grade rating in 2011 and the further upgrade in April 2013. Despite the significant improvement in Colombia's economic fundamentals, some issues remain pending in the country's transport infrastructure. In response, the Colombian government has launched an ambitious public–private partnership (PPP) programme with an estimated investment of approximately $20 billion, which is generating an unprecedented demand on local financing sources and the need to adopt new approaches to project finance. Institutional investors, supranational and international financial institutions are likely to play a paramount role: traditional sources of banking finance are fairly limited given the dramatic increase in financing needs.

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

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.

In 2008, the government of the Macau Special Administrative Region (MSAR) started the revision of the Land Law (Law 6/80/M) after concluding: "Given the demands of various sectors of society … it appears that the Land Law, in force for more than 30 years, is no longer able to respond effectively to the current development of MSAR" ('Explanatory Memorandum of the Draft Law'). The draft was approved in general terms by the Legislative Assembly of Macau on February 5 2013.