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Enforcement places a significant strain on the finances of liable parties, and as such the legislation on enforcement should offer not only a legal basis for effective enforcement, but it should also ensure reasonable protection for the liable parties.

Iñigo de Luisa Ignacio Buil Royal Decree Law 4/2014 of March 7, on urgent measures for refinancing and restructuring corporate debt, significantly amends Spain's insolvency regulation in several key ways. One of its most relevant new provisions deals with the new regime for court-sanctioned (homologation) refinancing agreements (also known as Spanish schemes of arrangement) under the 4th Additional Provision of the Spanish Insolvency Law. The new framework is mainly aimed at improving refinancing processes in Spain. It will introduce more flexibility and new tools to enhance the deleveraging of viable Spanish companies, and facilitate pre-petition restructuring deals while preventing debtors from filing for concurso which is generally value-destructive as in more than 90% of cases results in liquidation, with very low recovery for creditors.

Soonghee Lee In late 2013, the Supreme Court rendered a decision involving the issue of whether the contents of an investment prospectus is contractually binding if it differs from the contents of the trust agreement provided to the investor under an investment trust agreement. In this case, the plaintiffs claimed damages against financial companies on the grounds that the asset management company, without the plaintiffs' prior consent, changed the transaction counterparty to Lehman Brothers Asia, which was different to that stated in the investment prospectus. Further, they stated that the sales companies sold more than W20 billion ($18.5 million) of beneficiary certificates for the fund without considering the possibility of such change in transaction counterparties, and therefore, since the plaintiffs were provided information which made it impossible for them to be aware of the relevant facts (due to the different investment subject and investment limit from those contained in the investment prospectus) such acts constituted tortious conduct and default of contractual obligations. At the appellate level (before appeal to the Supreme Court), the plaintiffs partially prevailed against the asset management company. But the Supreme Court reversed the appellate court's decision on the grounds that (among others): (i) since the part of the investment prospectus which stated that the transaction counterparty to the OTC derivative products was BNP Paribas, cannot be viewed as merely an elaboration on the terms of the trust agreement, such contents cannot be viewed as a part of the terms of the investment trust agreement and contractually binding; and (ii) given that the bankruptcy of Lehman Brothers could not have been predicted, the change of the transaction counterparty to the OTC derivative product due to unavoidable circumstances, with a payment guarantee of Lehman Brothers (which has a similar credit rating as BNP Paribas) cannot be viewed as a breach of the investment prospectus or breach of fiduciary duty.

The lighter side of the past month in the world of financial law

Elias Neocleous The Cyprus Securities and Exchange Commission (CySEC) has announced a number of proposed amendments to the Laws Regulating Companies providing Administrative Services and Related Matters of 2012 and 2013 (the ASP Law), following discussions between the Ministry of Finance, the troika of providers of international financial support to Cyprus, and the competent authorities (namely, the Cyprus Bar Association, the Institute of Certified Public Accountants of Cyprus and CySEC). The proposed amendments aim to address practical issues that have emerged, and to meet the requirements of the Memorandum of Understanding with the troika. There are several main proposed amendments, the first being that occupational retirement benefit funds (under the supervision of the Registrar of Occupational Retirement Benefit Funds in accordance with the Establishment, Activities and Supervision of Occupational Retirement Benefit Funds Law of 2012) are explicitly excluded from the scope of the ASP Law.

Diego Alejos Rivera In the past two years, several congressmen have presented bills which seek to adequately regulate credit cards, as they are an ever-growing financial service in Guatemala. The bills presented seek to establish adequate rules for all parties involved: credit card issuers; credit card holders and affiliated establishments. The issuance of credit cards is still only regulated by article 757 of the Guatemalan Commercial Code. This article, which came into effect in 1971, is the only legal basis for a multimillion dollar business. Article 757 establishes the requirements each credit card should incorporate, but fails to provide any structure on which the parties involved may act upon. As such, the evolution of credit card usage and issance in Guatemala so far has been mostly unregulated. This has given way to a business regulated through customary practice, which in some cases has allowed for certain practices that have raised concern from multiple sectors. Although not common, such practices have created a need, as proposed by various congressmen, to adequately regulate the credit card business through the passing by Congress of a modern and technical bill, which will set clear and modern rules for all participants.

Prior to the enactment of Capital Markets Law 6362 and of December 30 2012 (the Law), it was not clear whether over-the-counter (OTC) derivatives were subject to the Capital Markets Board's (CMBs) regulations under the old legislation. This was because the old legislation did not provide clear rules in terms of OTC derivatives. According to the CMB's principle decisions issued under the old legislation, OTC derivatives were not subject to the CMB regulations. Accordingly, it was generally understood that OTC derivatives did not require an authorisation from the CMB under the old legislation. However, given the fact that Article 6/8 of Decree No. 32 requires such transactions to be carried out through CMB-licensed intermediary institutions operating in Turkey, or by intermediary institutions abroad, this gave rise to an uncertainty amongst banks in particular that were willing to execute OTC derivatives with their customers.

The country's Basel III-compliant bond market has an established framework for AT1 offerings. But more innovation is expected in Tier 2s.

Foreign investors will lose an important protection mechanism if the country terminates all of its bilateral investment treaties

Skadden Arps Slate Meagher & Flom was named the Americas firm of the year at this year's IFLR Americas Awards. See the full list of winners here