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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.

Vicente D Gerochi Arvin Kristopher Razon The Philippine public-private partnership (PPP) programme, which the administration of President Aquino hopes will fast-track infrastructure development, has attracted a lot of interest from local and foreign investors. Nine projects have been awarded since 2010, including the NAIA Expressway, the LRT Line 1 Cavite Extension, the Mactan-Cebu International Airport Terminal, the Automated Fare Collection System, and the public school projects. Aside from these, 11 projects were rolled out in 2014, including the Laguna Lakeshore Expressway, which is the biggest project to date with a value of $2.73 billion. Local government units have also initiated their own PPP projects. With 50 more projects in the pipeline, the PPP programme could be the key to addressing the country's critical infrastructure backlog. However, concerns have been raised as to the sustainability of the programme. Will succeeding administrations continue to support it? Can best practices developed from, and the lessons of, past biddings be institutionalised?

Muharrem Küçük Tolga Çabakli The new regulation on Principles and Procedures Applicable to Factoring Transactions (Regulation) was published by the Banking Regulation and Supervision Agency on February 4 2015 (Official Gazette 29257). The Regulation includes provisions related to: (i) invoicing; (ii) provision of negotiable instruments; (iii) assignment of future receivables; and (vii) retention of documents. The Regulation aims to prevent any fictive factoring transactions. It is prohibited to enter into any factoring transaction without a genuine invoice or a document which is also treated as the invoice. Banks and factoring companies incorporated in Turkey (Institutions) are required to inspect transactions to verify whether invoices are repeating or recurring, through the Central Invoice Record System. Additionally, if an invoice has been cancelled, clients must notify the Institutions and for the provision of new replacement invoices an undertaking must be provided by clients.

Daniel Futej Cyril Hric In November 2014, the Slovak Parliament passed Act 371/2014 on resolving crisis situations on the financial market and on amending certain acts (Act). The Act transposes Directive 2014/59/EU (which establishes a framework for the recovery and resolution of credit institutions and investment firms) of the European Parliament and of the Council (BRRD) into Slovak law. The objective of implementing the BRRD is to introduce the new framework of prevention and resolution of potential crisis situations on the financial market, which was created at the EU level in response to the financial crisis. The financial crisis demonstrated the extensive scope and range of risks on the financial market, where the complexity of interconnection means that the failure of one financial institution may cause a systemic crisis that has the potential to affect the entire financial system. The priority of the Act is to implement the effective crisis management system created by the BRRD. According to the Act, the Resolution Council (Rada pre riešenie krízových situácií – the Council) was established on January 1 2015 as the national resolution authority in the Slovak Republic. The institutions that fall within the competence of the Council are credit institutions and investment companies with share capital of at least €730,000. The Council is part of the Single Resolution Mechanism (SRM), which comprises: (i) the Single Resolution Board, based in Brussels; (ii) the national resolution authorities of the euro area countries; (iii) the national resolution authorities of those other EU member states that have opted to participate in the SRM.

The FSB’s consultation on total loss-absorbing capacity is the last significant piece of post-crisis reform. But there are concerns about how it will work in practice

Market players must tread carefully to capitalise on policymakers’ efforts to revive the regional economy

As Europe awaits Esma's latest move in the implementation of its Markets in Financial Instruments Directive II (Mifid II) some fairly strong theories are doing the rounds. As this month's cover story on page 32 shows, the directive in its current form could dry up liquidity, concentrate trading venues and even kill off European financial centres, depending on who you believe.

Markus Bolsinger Wendy Pan Judah Frogel Penny Zacharias Mario Nigro April witnessed the continuing defection of talent from Pillsbury to WINSTON & STRAWN. Following the moves of 14 partners in March, Peter Morgan, who specialises in structured finance, private equity, and fund formation, made the move to Winston's New York office.

WOLF THEISS made a significant addition to its Czech team this month, hiring Allen & Overy's longstanding Prague corporate head, Jan Myška, who joined the Austrian outfit as joint Prague managing partner. Myška focusses on transactional work and regulatory advice in the energy and insurance sectors.

The India Export-Import Bank's green bond has become the first offshore offering of its type from the country. And its unusual use of proceeds could facilitate more deals.