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The tips and tricks that will help the region’s dealmakers exceed last year’s record volumes

César Rodríguez The Colombian fourth generation concession programme is seeking its first financial closing. Considering the huge amount of money needed, concessionaires are trying to put in place the optimum capital structure, combining long-term senior financing, revolving liquidity facilities, equity contributions and subordinated debt. Historically, subordinated debt has been widely used in infrastructure projects in Colombia as an instrument to inject sponsors' equity, and to avoid cash traps and other restrictions. However, existing sponsors are assessing how to obtain subordinated debt from non-affiliated parties, such as governmental entities and private equity funds. This represents a new feature in the Colombian landscape, as well as further challenges.

Karole Cuddihy John Breslin In Independent Trustee Company v Registrar of Companies 2015, the plaintiff (ITC) challenged the Irish Registrar of Companies (or Companies Registration Office: the CRO). The plaintiff claimed that the CRO gave the status of 'receivership' on the register of companies to a company which had a receiver appointed over some and not all of its assets. A lender appointed receivers over certain assets, which ITC held on trust for a sub-fund. The lender placed the usual advertisement in a newspaper and notified the CRO of the appointment.

Tomohiro Okumura Amendments to the Companies Act (Amendments) will come into force on May 1 2015, in which a new form of cash out will be included. Under the Amendments, the special controlling shareholder (a shareholder who holds nine-tenths or more of the voting power of all shareholders of the company) may demand that the other shareholders sell their shares of the company to the special controlling shareholder (a so-called demand for sale). By using a demand for sale, a shareholder who holds the majority vote may force minority shareholders out of the company. Conventionally, the method that is used for such a purpose is for the company to issue and acquire class shares by a resolution of the shareholders meeting. However, since this method necessitates the holding of a shareholders meeting, it is burdensome for a company.

Sanjay Mohanasundram As in most other jurisdictions which seek to preserve the sanctity of the arbitration process, Malaysia's Arbitration Act 2005 limits the grounds on which a party can seek to reverse an arbitration award. Section 42 of the Act allows for a party to challenge an award on a question of law. Until the recent decision of the Court of Appeal in Government of Malaysia v Perwira Bintang Holdings Sdn Bhd there was some confusion as to when the court should exercise its discretion to set aside an award on a question of law. In this decision, the Court of Appeal set out the following criteria in order to determine whether an award should be set aside on this ground:

Pedro Cortés Marta Mourão Following Notice no 009/2008-AMCM the Monetary Authority of Macau (AMCM) under its supervision power, issued new guidelines to be complied with by insurance institutions and the insurance intermediaries. These guidelines take into account the subsequent developments on anti-money laundering/combating the financing of terrorism (AML/CFT) matters, including the revisions introduced by the Financial Action Task Force on Money Laundering (FATF) in relation to international AML/CFT standards in February 2012. These guidelines are annexed to Notice no 015/2014-AMCM that came into force on January 2 2015, revoking Notice no 009/2008-AMCM.

Aksel Joachim Hageler Thomas Sando On March 4 2015, the Norwegian Competition Authority approved Coop's acquisition of rival grocery chain Ica. The decision ended a saga which has occupied the Competition Authority and the relevant market players for years. The decision also marked the second time in less than eight years that a foreign grocery chain has exited the Norwegian market. German Lidl previously aborted its attempt at penetrating the Norwegian market in 2007. While Coop has emerged as the winner among the grocery chains in the struggle for Ica, the decision leaves some of the spoils for both chains Norgesgruppen and Bunnpris. In the merger decision, the Competition Authority compelled Coop to divest 93 of Ica's stores to these two competitors, apparently leaving no room for either foreign buyers or other Norwegian players.

Maria Papatsoris Under Law 6 of February 3 1997, the National Authority of Public Services (ASEP) in Panama is entitled to regulate the energy industry. Its purpose includes securing the availability of an efficient energy policy capable of supplying the country's energy demand, while meeting economic, social, and financial viability criteria. As a consequence of the energy crisis and the state's interest in promoting the use of renewable energy resources, mitigating adverse environmental impacts, and reducing dependence on traditional fossil fuels by means of Law 43 of August 9 2012, Law 6 was modified. It now allows the purchase of power and energy through special public tender processes, approved by ASEP and subject to the energy guidelines issued by the National Energy Secretariat, which have their own rules and are more expeditious.

Juan Luis Avendaño Nydia Guevara Banks' subordinated debt and its impact on regulatory capital are still regulated in Peru under the Basel II standards. Since their inception in 2009, Peruvian banks have issued tier 1 and tier 2 hybrid instruments in the form of subordinated bonds. The basic features of Peruvian banks' subordinated debt instruments for purposes of qualifying as regulatory capital are that they: i) are unsecured; ii) rank junior to all other obligations and senior only to equity; iii) have loss-absorption capabilities; and iv) have a minimum term to maturity of five years.

Thai law governing surety and mortgages is found in the Civil and Commercial Code (CCC) and has been relatively stable over the years. However, the amendments described in our November 2014 briefing are already out of date.