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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.

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.

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

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.

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.

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.

Banji Adenusi Bisola Olusoga As part of efforts aimed at bolstering investor confidence in the Nigerian capital market, the Nigerian Securities and Exchange Commission (SEC) recently released new rules on the operation of a National Investment Protection Fund (NIPF). The SEC released the rules in exercise of its powers under section 13(k) of the Investment and Securities Act (ISA) 2007, and they are geared towards providing a baseline guarantee for compensating investors whose losses are not covered by the Investment Protection Fund (IPF) of securities exchanges and capital trade points in the country. The NIPF provides a cover for investors who suffer losses on investments arising specifically from the bankruptcy, insolvency or negligence of capital market operators (CMO), in addition to defalcations of a CMO or its officers in relation to funds or assets in its custody. The fund is, however, only applicable to transactions regulated by the SEC, while an investor who colludes with a CMO in a wrongful act is disallowed from benefiting from it. In 2013, the Nigerian Stock Exchange (NSE) set up an IPF for investors on the NSE, which provisions mirror those of the SEC in some respects.

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.

Bruno Amiel The increased activity of investment funds in the Peruvian market during the last years has led to a rapid reshaping of the Peruvian corporate and M&A market. This increased activity came about both through the creation of new local investment funds and the heighted presence of foreign investment funds. Such investment funds have become major players particularly in private equity transactions, real estate and financing operations, where transactions are no longer limited to the acquisition of controlling stakes in large scale companies. They also now include acquisitions of controlling or minority participations in profitable small and medium companies operating in different sectors by investors pooling their funds through such investment funds. The increased activity was boosted by the Peruvian government enacting regulations to further local and foreign investment, executing investment treaties, simplifying administrative procedures for obtaining concessions, permits, and authorisations. This allowed the investment funds to further increase their investments in small and medium size companies operating in the different sectors. The consequent growth of such companies now requires a review of previously non-existent corporate governance regulations to protect new investors and maximise returns.