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John Breslin Karole Cuddihy Banks and other financial institutions operate in a highly regulated environment. Issues frequently arise where an institution has breached a regulatory requirement but seeks to enforce its contractual rights; for instance, where there is a regulatory breach in the formation of a loan contract and the institution seeks to recover the loan or enforce security for the loan. The legal issues which arise are complicated. In a recent decision (Quinn v IBRC [2015] IESC 29), the Irish Supreme Court indicated the general approach the courts should take. The plaintiffs had provided security for loans which were said to have been illegal under financial assistance prohibitions and market abuse rules. In brief, they alleged that the defendant bank had lent money to a number of corporate investors (effectively controlled by their father/husband) to enable those investors to fund contracts for difference (CFD) positions in the bank's shares (which were at the time listed on the Irish Stock Exchange). The plaintiffs claimed that this illegality rendered their obligations under the security contracts unenforceable. The High Court held, in determining this preliminary issue, that the plaintiffs were entitled to advance and rely on an argument that the security contracts and contracts of guarantee were unenforceable for reasons of public policy (on the basis that a court will not assist in the enforcement of an illegal contract). The bank appealed to the Supreme Court.

The new Minister of Finance, Vishnu Lutchmeenaraidoo, presented his first budget on March 23 2015. He qualified the budget as a no-tax budget, although it is perhaps more accurate to describe it as a no-new-tax budget. It is clear that the budget is aimed at boosting growth and investment.

Finance minister Arun Jaitley’s proposals could boost the country’s equity capital markets. Here’s how

Pedro Cortés Marta Mourão This seems to be the year to focus on the economy of Macau. In light of the latest Policy Address delivered by the Chief Executive on March 23 2015, it is clear that the Macau Government needs to focus on stable and healthy economic adjustment, risk prevention and the promotion of economic restructuring. The goals in this sector include: maintaining the stability and health of the financial and monetary situation and the low unemployment rate; improving the business environment; actively promoting the stabilisation of products

Rodrigo de Campos Vieira Due to the historic lack of financing sources for hotel projects in Brazil, the market has sought out creative fundraising mechanisms to meet the substantial deficit of hotel rooms in Brazil. The most successful financing structure known to date, referred to as condo-hotels, involves the sale of autonomous units from real-estate development projects or as an ideal fraction of real estate. The former integrates a pool of hotels managed by a professional operator, to individuals or corporations. The proceeds of the real-estate development project are distributed to the owners of the condo-hotel units by the operator of the pool of hotels.

The city-state’s new antitrust regulator released its revised draft guidelines at the end of March and is expected to begin operating later this year

Masaki Mizukoshi The amended Companies Act went into effect on May 1 2015. One of the major changes in the amendment was the introduction of a new corporate structure – a company with an audit committee. This was introduced to make it easier for Japanese companies to utilise outside directors and so to enhance the monitoring of executive directors of the company. The audit committee must consist of at least three directors, the majority of which must be outside directors, and an executive director or employee of the company or one of its subsidiaries may not be a member of the audit committee. Like a statutory auditor in a company with a board of statutory auditors, which is a very common corporate structure among Japanese listed companies, the audit committee in the new structure has the power to audit the execution of duties by directors (other than members of the audit committee) and prepare an audit report. In addition, the audit committee has the unique power to state its opinion on the nomination and remuneration of directors (other than members of the audit committee) at a shareholders meeting, and through exercising this power properly, the audit committee is expected to achieve more effective monitoring of executive directors.

Patricia A Solórzano On January 12 2015 Honduras enacted the Agreement with Government of the United States of America to Improve International Tax Compliance and to Implement FATCA (Agreement). On February 6 2015, the Guidelines for the implementation of the Agreement, issued by the National Banking and Insurance Commission (CNBS) became enforceable. Under the Agreement and Guidelines, for 2014, Honduran financial institutions must obtain and exchange from the US Reportable Accounts the following information: (i) name, address, and US taxpayer identification number (TIN) of each specified US person that is an account holder of such account; (ii) account number; (iii) name and identifying number of the reporting Honduran financial institution; and, (iv) average monthly account balance or value during the relevant calendar year.

Adrian Chair The Netting of Financial Agreements Act 2015 (Netting Act) came into force on March 30 2015, and clarifies that the netting provisions in a qualified financial agreement for qualified financial transactions are enforceable in accordance with the terms of the agreement. The Netting Act clarifies the long-standing uncertainty on the enforceability of close-out netting arising from laws construed by the market as non-netting friendly. These are: (i) sections 29A and 41 of the Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act) which provide that appointment of a special administrator should not give rise to a termination or acceleration right, and impose a 12-month moratorium during which set-off is restricted except with Danaharta's consent; and (ii) section 346C of the Capital Markets and Services Act 2007 (CMSA), empowering the Securities Commission to require any person to take measures the Commission considers necessary for managing systemic risk.

Selva Quintero On November 12 2014, the Supreme Court of Justice of Panama issued a ruling on constitutionality on a case between Compañía Agrícola Industrial (CAISA), a major Panamanian pork producer, and Royal Dutch Airlines (KLM). The ruling concerned the requirement that parties involved in legal proceedings adhere to the principles of due process, as guaranteed by the Panamanian Constitution. The Supreme Court's ruling confirmed a lower court's decision on a constitutional action, wherein KLM had requested that a prior decision ordering the Dutch airline to pay millions of dollars in compensation to CAISA be declared invalid on the basis that KLM's due process rights were violated. The alleged violation arose from the trial judge's failure to serve KLM in accordance with the proper legal procedure for notifying companies domiciled outside of Panama. It is important to note that, unlike jurisdictions such as the United States, in Panama the responsibility to serve the defendant rests with the court. In such cases where the defendant resides outside of the national territory, the law authorises service by means of letters of request.