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Vu Le Bang Under the Ordinance on Foreign Exchange Control of Vietnam, foreign investors participating in business cooperation contacts (FIs) and foreign invested enterprises (FIEs) must open a direct investment capital account (DICA) at an authorised credit institution. Such institution must be one used for investment capital contribution, principal investment capital remittance, profits, and other legitimate receivables. In this regard, the State Bank of Vietnam (SBV) issued Circular 19/2014/TT-NHNN (Circular 19), effective from Sept 25 2014, to provide further guidelines. Notably, under Circular 19, FIs and FIEs are permitted to open a DICA in Vietnamese dong, which was not permitted previously. A DICA should be used to perform FIE receipt and expenditure loan transactions, regardless of the type (whether a domestic or a foreign loan) and term of the loan (whether short-, medium- or long-term). DICAs were originally used to deal with foreign loan transactions prior to Circular 19, in relation to FIE loan transactions. Further, payments of capital and project transactions in relation to FIEs should be performed through a DICA. While welcoming Circular 19, many banks in Vietnam have so far raised concerns over its strict implementation, and over the increased obligations it imposes. Specifically, if domestic loans are strictly subject to a DICA, it will likely become more burdensome for all the relevant parties, including the borrower, lender, and bank controlling the DICA. More importantly, it has been argued that the wording regarding a DICA could be interpreted as either 'is allowed to use' (meaning optional), or 'has to be used for' (meaning compulsory), in relation to certain activities under Circular 19.

Tolga Çabakli Isil Ökten In May 2014, a new paragraph was added to the Capital Movements Circular (issued by the Central Bank of Turkey (CBT)) that limits the loans between a financial institution or entity residing outside Turkey (Foreign Lender) and a company residing in Turkey (Turkish Borrower). According to the Circular, a Foreign Lender and Turkish Borrower can not to enter into a loan agreement that: (i) entitles a Turkish Borrower to utilise and repay the facilities on different dates subject to loan limit, (ii) does not include a specified term, (iii) includes a floating interest rate generally, and (iv) works as a debtor's current account (revolving). Upon a further amendment in November 2014, it was been made clear that this provision does not apply to the banks or leasing, factoring and financing institutions, but only to Turkish companies. Despite the lack of any official guidance on this issue, it's understood that the underlying reason behind the change is CBT's intention to ensure that each loan is properly recorded, and to identify the term of each loan so that the applicable taxes can be calculated accordingly. More specifically, the intention of this legislation is to come up with a loan agreement or similar document evidencing each drawdown under a revolving facility agreement. Further, if the Turkish Borrower reaches the total limit specified in the revolving facility, this agreement would be deemed to have been exhausted, and a new credit limit should be opened through a new loan agreement. Each and every loan agreement, including those evidencing the drawdown, should be reported by the intermediary Turkish bank to the CBT. The amendment would prevent the foreign re-borrowings (in respect of the repaid loans) made under a revolving facility exceeding the limit initially agreed and notified to the CBT even if certain portion of such loan is repaid.

Rafiq Jaffer Factoring is a financing technique that enables an exporter to collect the purchase price of the goods relating to an export transaction before the due date of payment. Typically, banks in Qatar act as factors and purchase receivables relating to the export transaction. The same technique is also used for financing contractors and sub-contractors, where works have been performed or goods and services have been supplied and payment under the corresponding invoice is payable after a period of time (such as 90 days). This latter technique is referred to as invoice discounting. One key commercial consideration for companies seeking to sell their receivables is for the receivables to be removed from their balance sheet as a debt and to appear as revenue that has been collected. This treatment is possible if the receivables are sold on a without-recourse basis. Auditors usually require a legal opinion to confirm that a true sale of the receivables has been effected.

Rocky Alejandro L Reyes In 2013, after several decades of implementing measures to solve its economic problems, the Philippines attained an investment grade rating from the big three credit rating agencies. The investment grade rating and the fast pace of economic development in the Philippines should have attracted a lot of foreign direct investment (FDI). However, Philippine laws' restrictions on foreign ownership of land, educational institutions, public utilities and mass media, to name a few, continued to hinder the growth of such investment. Many foreign ownership restrictions on certain business activities remain in the Constitution and statutes. For example, the ownership of private lands is exclusively reserved for Philippine citizens and corporations with at least 60% of its capital owned by Filipino citizens. The exploitation of natural resources, including all modes of potential energy, is subject to the same nationality requirement. This limited foreign equity investment in renewable energy development, such as hydro, geothermal, wind and solar power generation.

A new law came into force on January 1 2015, intended to protect and motivate whistleblowers. A whistleblower is a natural person who, in good faith, reports something they learn of while at work, that could significantly help to expose activities that are against the public interest. A report is made in good faith if the whistleblower, considering the facts of which he is aware and considering his knowledge, is convinced that what he is reporting is accurate. Apart from the enumerated exceptions (such as the protection of classified information, bank secrets and legal services), public interest reports and disclosures are not considered a breach of confidentiality. The primary goal of the law is to protect the whistleblower from retaliation by the employer. An employer can make a legal act or issue a decision relating to the protected whistleblower only with the consent of the whistleblower or with the prior consent of the labour inspectorate. The consent of the labour inspectorate is not required if the employer's act confers a right on the employee or if it is in relation to termination of employment not associated with the employer's evaluation. The labour inspectorate will grant the employer consent for the proposed act toward the protected whistleblower only if the employer can demonstrate that the proposed act has no connection to the report. If the employer cannot demonstrate this, the labour inspectorate will not grant consent. The legal act will be invalid without the prior consent of the labour inspectorate.

Terje Gulbrandsen On December 10 2014, Oslo Børs (the Oslo Stock Exchange) resolved certain amendments to the listing rules, with the new rules entering into force on January 12 2015. Before the amendments, there had been a requirement that at the time of application for listing on Oslo Børs, the main part of the company's activities must not be in a pre-commercial phase. Directive 2001/34/EC on the admission of securities to official stock exchange listing does not contain any requirement for a company to have reached a commercial phase in order to be listed on a stock exchange, and nor is there any such requirement for any stock exchange comparable to Oslo Børs. Despite this, Oslo Børs has until now found it appropriate to apply such a requirement for listing on it.

Prisna Sungwanna Supattra Sathapornnanon The Thai Board of Investment (BOI) administers the Investment Promotion Act (1977) under which projects are granted investment incentives, guarantees, and rights to own land. These are important factors in securing project financing. The BOI announced a Seven-Year Investment Promotion Strategy (2015 to 2021) following the issue of Announcement No 2/2557 on December 3 2014, which repeals eight past announcements. It includes a new list of activities eligible for promotion, which has a number of changes from former lists. It prescribes new activity-based incentives and merit-based incentives. Activity-based incentives are divided into Group A and Group B, as indicated in the new list. Group A activities receive corporate income tax incentives, machinery and raw materials import duty incentive,s and other non-tax incentives. Group A is divided into four subgroups. Group B activities receive only machinery and raw material import duty incentives and other non-tax incentives. Group B is divided into two subgroups.

Carmen Arribillaga Sorondo Alicia Galindo Aragoncillo The end of the year was extremely busy but successful for the so-called Spanish bad bank, the management company for assets arising from the banking sector reorganisation (Sareb – Sociedad de Gestión de Activos Procedentes de la Restructuración Bancaria). This was due to the sale of several portfolios comprising a large volume of credits (including credits to developers and office buildings and subsidised social housing units), loans (both performing and non-performing) and real estate owned to international institutional investors. These portfolios were carefully selected and structured by Sareb's business team together with external financial advisors to maximise its value. The portfolios were offered to institutional investors in an open competitive process in which they had access to all information through a virtual data room to analyse independently, to then place their binding offers. Many of these transactions (for more than €850 million, or $1 billion, in total) were completed at the end of the year due to their complexity and negotiation process.

The lighter side of the past month in the world of financial law

Arendt & Medernach's Alexander Olliges, Stéphane Karolczuk and Anne-Laure Giraudeau explain why the Grand Duchy may prove a stepping stone for Chinese fund managers