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Amendments proposed to Russia’s Civil Code could change the attitude of foreign investors

The Securities and Exchange Board of India (Sebi), the Indian capital markets regulator, has recently amended the Sebi (Issue of Capital and Disclosure Requirements) Regulations, 2009. The stated purpose of some of these amendments is to introduce so-called reformatory measures to revive the primary capital markets in India. These measures, according to the minutes of the Sebi's board meeting, are to encourage enhanced retail investors' participation, impose a higher standard of accountability on companies and intermediaries, and ensure greater transparency in the initial public offering (IPO) process.

Following the implementation in Italy of Directive EU/7/2011 of the European Parliament and the European Council of February 16 2011, the Italian government has recently approved a legislative decree which introduces substantial changes to Legislative Decree No. 231/2002 relating to late payments in commercial transactions.

Yutaro Fujimoto On March 11 2011, just a few hours before the now infamous Great East Japan Earthquake, the Japanese Cabinet adopted the Act on Special Measures Concerning the Procurement of Renewable Energy by Operators of Electric Utilities, setting out the legal framework for the establishment of a feed-in tariff (FIT) programme in Japan. The Japanese FIT programme places an obligation on electric utility companies to purchase the electricity generated from renewable energy sources, such as solar, wind, hydro and biomass, at a set price and term, which will be established annually by the Minister of Economy, Trade and Industry on an annual basis. The programme contemplates that the additional costs incurred by electric utility companies to purchase such electricity will be passed along to the end-consumer, but subject to certain adjustments at the decision of the Minister and the Agency for Redistribution. The objective of the Act was originally to strengthen the energy independence of Japan by encouraging the use of solar, wind, or other domestic renewable resources while addressing environmental concerns such as global warming. Following the Great East Japan Earthquake and, in particular, the public outcry against nuclear power following the disaster at the Fukushima Nuclear Plant, the Act garnered significant public attention as a means to develop alternative sources of energy for Japan. As a result, the Japanese Diet accelerated its approval of the Act. It came into force on July 1 2012.

Patrick Wieland Forests sequester and store vast amounts of carbon dioxide and play a fundamental role in global climate regulation. Yet deforestation and forest degradation of tropical areas is accelerating dramatically. Forest loss is responsible for between 3.6 and 4.5 billion tonnes of carbon dioxide emissions per year, representing 17-20% of global greenhouse gas emissions (IPCC, 2007). The carbon sequestration and storage functions of the world's forests are a type of ecosystem service. Ecosystem services are generally taken for granted: we benefit from the clean air and carbon offsetting services that forests provide, but do not equally share the costs for their preservation. To correct this situation, mechanisms to value ecosystem services through economic incentives have arisen as an international strategy. Reducing Emissions from Deforestation and Forest Degradation (REDD+) is one such incentive scheme.

Nicholas Chang Gerald Cheong The Singapore Exchange (SGX) has proposed some significant initiatives to the offer structure relating to initial public offerings (IPOs). In Singapore, the offer structure for an IPO normally comprises a placement tranche and a public subscription tranche. For Mainboard IPOs, the SGX listing rules specify that the shareholding spread and distribution requirement for companies with market capitalisation below S$300 million ($244.9 million) must have a public float of at least 25% to be held by at least 500 shareholders. This number of shareholders includes shareholders from both the public subscription tranche and the placement tranche. This rule provides assurance of fair and orderly trading of shares when listed. There is, however, no requirement for Mainboard listing applications to allocate a minimum proportion of shares to the public subscription tranche as a method of offering.

Daniel Futej Daniel Grigel Big changes to the Slovak Commercial Code came into force on October 1 2012. These changes toughen the criteria for incorporating limited liability companies and for transferring majority ownership interest in those companies. Further changes seek to toughen the criteria for voluntary value added tax registration for certain defined high-risk entities. Under the new rules, a limited liability company may not be incorporated by a person who has tax arrears exceeding €170 ($217). Tax arrears means any amount owed on any type of tax which has become overdue (income tax, value added tax, excise tax or local tax). This change is intended to prevent natural and legal persons from incorporating limited liability companies when those persons have incurred that tax obligation and have failed to pay the tax owed by the time they are attempting to incorporate a limited liability company. All persons intending to incorporate a limited liability company will first have to prove they have no tax arrears by requesting the tax authority's written consent to the registration of a limited liability company in the Commercial Registry. Provided there are no tax arrears, the tax authority will provide consent within three business days of lodging the request.

For those investors following Spanish distressed opportunities, there is much more to the market than the traditional distressed corporate debt and NPL portfolios held by financial institutions.

The effect of reeling in speculators?

Issuers must be a little less reserved Regulation S high-yield issuers in Asia should disclose information to a rule 144A standard and pay close attention to their email trails, lawyers have warned. Market participants predict regulation S high-yield deals to become more common over the next year. But it is expected that deals under rule 144A would eventually become the market standard.