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Akin Gump's Christopher Leonard, Ezra Zahabi and Chris Poon on how Esma’s long-awaited technical advice on the directive moves the EU one step closer to a single regulatory framework

Norton Rose Fulbright partners Nigel Dickinson and Daniel Franks, and associate Charlotte Brown explain the key distinctions between European institutions' plans to regulate securities lending and repo transactions

Luis Gabriel Morcillo-Méndez Lyana De Luca A new collective investment scheme for real estate investments was recently created to manage and develop real estate projects in Colombia. Foreign real estate managers now have the opportunity of creating this type of vehicle in Colombia to be managed from their countries of domicile (without requiring local licensed presence but acting in cooperation with a local fiduciary entity or stock broker that remains liable before the superintendence of finance for the fund's investments). Decree 2142 of 2013 introduced the Real Estate Collective Investment Funds (RECIF), which are closed-end investment collective vehicles that hold at least 75% of their total value in real estate assets. This is a break-point in the local industry. Since 2007, real estate funds have been incorporated under the form of private equity funds (fondos de capital privado) managed by a local administrator and a general partner, which could be either a local or foreign unregistered entity. RECIFs are a separate investment vehicle with specific requirements in governance and managing structure.

The long-awaited changes promise to create a more evolved business environment for foreign participants

As its economy begins to cool, Cleary Gottlieb's Richard Cooper and Adam Brenneman assess the position of those with exposure in the Andean nation

Maria Jose Cole The Costa Rican Securities Regulator (Superintendencia General de Valores or Sugeval), through the National Council for Supervision of the Financial System (Consejo Nacional de Supervisión del Sistema Financiero or Conassif), recently adopted amendments to the rules governing project finance and securitisation in Costa Rica. The amendments make structural and operational reforms to address the concerns market participants have reiterated regarding limitations set out in the previous regulations, on topics such as asset collateral, related party financing and government approvals.

Elias Neocleous On December 2 2014, the Cyprus finance minister and the American ambassador to Cyprus formally signed the inter-governmental agreement between Cyprus and the US under the Foreign Account Tax Compliance Act (Fatca). Fatca is an American tax measure enacted in 2010 to prevent and detect US tax evasion and improve taxpayer compliance by requiring foreign financial institutions (FFIs) to report information related to the ownership by US citizens of assets held overseas. A 30% withholding tax is imposed on transactions with overseas financial institutions and other entities that fall within the scope of Fatca unless the institution concerned has concluded an agreement with the US Internal Revenue Service defining its reporting obligations, or the institution's home country has concluded an inter-governmental agreement (IGA) covering the relevant matters. There are two main forms of IGA, known as Model 1 and Model 2. Under the Model 1 IGA, institutions subject to Fatca report information to their own tax authorities for onward transmission to the US authorities. Under Model 2, institutions provide information directly to the American authorities.

Recently there have been some notable rulings by Mauritian courts. The first is Crociani and others v Crociani and others and Princess Camilla de Bourboun des Deux Siciles. In the trust deed in question, the relevant part of clause 12 stated: 'thereafter, the rights of all persons and the construction and effect of each and every provision hereof shall be subject to the exclusive jurisdiction of and construed only according to the law of the said country which shall become the forum for administration of the trusts'.

Banji Adenusi Recent mezzanine financing in Nigeria continues to adapt globally accepted structures to meet local conditions, especially in view of the recent economic reality. A key concern for foreign lenders relates to the structure of the transaction. This has taken the dimension of junior secured loans subordinated to senior lenders, in which the obligations of the borrower group to repay is passed through special purpose vehicles (SPVs) set up to warehouse the assets of the borrower group, with the SPV maintaining back-to-back service contracts with the borrower group. Two asset financing and expansion transactions in the oil-servicing sector recently adopted this structure. In both instances, assets were split between two SPVs, with the mezzanine lender acquiring a subordinated claim to the assets of the first SPV, and a first ranking claim to the assets and receivables of the second SPV. What is most interesting (although usual from an international standpoint) is the common thread running through these transactions – the insistence by the lenders on the inclusion of cross-default and cross-acceleration provisions in the financing agreements in relation to the borrower's other financings, creating a domino effect on the borrower's obligations. Counterparties often negotiate these provisions, including the instances that trigger the operation of the clauses, along with the restructuring conditions. From the lender's perspective, these provisions are designed to mitigate the broad spectrum default events that a transaction might be exposed to, with a view to expanding the scope under which a mezzanine lender can accelerate outstanding repayments. The borrower's inability to meet its financial obligations to its other financiers raises credible concerns about its ability to meet obligations to the mezzanine lender, with the implication that rather than wait for a payment default under its facility to the borrower, it would exercise the right to sit with the senior lenders as creditors of the borrower.

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.