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The Securities and Exchange Board of India this month announced a raft of primary market reforms in a bid to facilitate retail investment and capital raising. But lawyers are unconvinced the changes will be effective

Dr Wolfgang Grobecker Dr Eva Nase Although embedded in a European Legal Framework, a European Company (Societas Europaea or SE), which is registered in Germany more or less resembles a German Aktiengesellschaft (AG). The administration and management, the corporate governance and the rights of shareholders of a German SE are primarily governed by its articles of association and by national statutory laws: in Germany by the laws applicable to an AG, in particular the German Stock Corporation Act (Aktiengesetz), unless the EU regulation or the national implementation laws provide otherwise. In practice, German statutory laws have more of an influence on the governance of an SE than the European legal framework. An SE can be incorporated in Germany in five ways: (i) by way of a merger of two stock corporations; (ii) by incorporating a joint holding or (iii) a joint subsidiary SE; (iv) by a transformation of a German AG into an SE; and (v) by incorporating a subsidiary SE by another SE.

Nicole Ong Gerald Cheong From August 10 2012, companies intending to list on the Mainboard of the Singapore Exchange (SGX) must meet stricter entry requirements. An issuer must have: a minimum consolidated pre-tax profit of at least S$30 million ($24 million) for the latest financial year with an operating track record of at least three years; a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital if it has been profitable in the last financial year with an operating track record of at least three years; or a market capitalisation of not less than $300 million based on the issue price and post-invitation issued share capital with a generated operating revenue in the latest completed financial year. In addition, the minimum issue price will be raised from S$0.20 to S$0.50 per share.

Proposed amendments to Regulation Z of the Truth in Lending Act could increase investment in residential mortgages guaranteed by Fannie Mae and Freddie Mac just as the US government moves to unwind the government sponsored enterprises

An offering by PTT Exploration and Production (PTTEP) has marked the first hybrid bond issuance by a non-financial institution in Thailand, and a regulatory shift towards a more disclosure-based regime.

UK white collar prosecutors look set to receive a new enforcement tool following the Ministry of Justice's consultation (the Consultation) on deferred prosecution agreements (DPA), which closed last month.

A new refinancing model for European companies has been established by ONO's multi-stage refinancing programme.

US Reits are looking in a new direction The largest joint venture between US and Canadian real estate investment trusts (Reits) took full advantage of the US Reit Diversification and Empowerment Act 2007 (Ridea). The transaction saw US Health Care Reit (HCN) and Canadian Chartwell Senior Housing Reit partner in a $952 million acquisition of 42 Canadian senior housing and care communities from Maestro Residences Retirement Funds.

Bite-sized deals are needed to kickstart Vietnamese PPPs While public-private partnerships (PPPs) have been popular throughout Southeast Asia, they haven't taken off in Vietnam – despite the country's desperate need for infrastructure. Vietnam's preferred structure for project financings to-date has been the build-operate-transfer (BOT) model, which has been encouraged by local ministries such as the Ministry of Industry and Trade (MOIT). Though the BOT framework has existed for over 10 years, few projects have reached the financing stage. Mong Duong II closed in 2011, representing the first BOT to close in Vietnam since 2004.

The template will work, but not as a panacea European Market Infrastructure Regulation (Emir) has regulators preoccupied with improving central counterparties (CCPs) systemic risk management. Iosco's recent consultation and LCH Clearnet's newly-launched clearing service could provide a CCP resolution template.