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  • Elias Neocleous Following the entry into force of the Alternative Investment Funds Law of 2014 (AIF Law) on July 27, the Cyprus Securities and Exchange Commission (CySEC) has issued guidance on transitional arrangements. The AIF Law regulates the establishment and operation of alternative investment funds (AIFs) in Cyprus and replaces the International Collective Investment Schemes Laws of 1999 and 2000 (ICIS Laws). It designates CySEC as the supervisory authority for AIFs. Following article 4(1)(a) of the Alternative Investment Fund Managers Directive, the AIF Law defines an AIF as 'a collective investment undertaking, including investment compartments thereof, which raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors and is not authorised as an Undertaking for Collective Investments in Transferable Securities (Ucits) in accordance with section 9 of the Open-Ended Undertakings for Collective Investments Law of 2012'.
  • José Ramón Paz Morales The Honduran Commerce Code (1950) is a pillar of Honduran Law, and has undergone very few reforms in its lifetime. The key to its success can be attributed to Honduran legislators, who at the time of its creation, acknowledged the importance of having a legal instrument that would address issues involving domestic and international commercial transactions in Honduras, but that would also adapt to the constant evolution of mercantile activities. With these objectives in mind, Honduras hired famous international jurists such as Joaquin Rodriguez Rodriguez, who were experts in renowned jurisprudence such as the Mexican Code of Commerce and the Italian Civil Code from 1942. Once it became law, the Honduran Commerce Code was one of the most modern commercial laws in Latin America.
  • To reduce the public administration's indebtedness as defined in EU Regulation 479/2009, the Ministry of Economy and Finance can issue government bonds to raise funds. These can be granted to Italian regions for the repurchase of outstanding regional bonds with an average residual life of at least five years and an outstanding nominal amount higher than €250 million ($324 million) and for the early termination of associated derivative transactions.
  • Yuichi Miyashita The Financial Stability Board (FSB) is developing proposals addressing gone-concern loss-absorbing capacity (GLAC) for consideration and action at the G20's summit in Brisbane, Australia in November 2014. Although still under discussion at the time of writing, global systemically important banks (G-Sibs) may, in the future, be required to maintain a certain amount of GLAC to offset losses in the event such G-Sibs fail. The FSB has stated that GLAC is vital for authorities to have confidence and for private markets to recognise, that systemically important banks can be resolved in times of crisis without the support of public funds, while taking account of the differences in national resolution regimes. If the scope of GLAC covers senior debts that can be bailed in, a new bail-in mechanism will likely need to be introduced in Japan. The existing resolution regime, which was introduced in March 2014 through an amendment of the Deposit Insurance Act of Japan, only provides for bail-in mechanisms (write-downs or conversions of a financial institution's capital instruments) in relation to certain qualified preferred shares and subordinated debts.
  • Pedro Cortés Marta Mourão Teixeira The eighth Tourism Ministerial Meeting of the Asia Pacific Economic Cooperation (APEC) was held in Macau, with the Macau SAR acting both as host and observer. Thirteen years after a similar conference took place in the People's Republic of China (PRC), Macau welcomed several tourism ministers and representatives of the 21 member economies of APEC, aiming to further enhance tourism in the Asia-Pacific region, where there are 22 of the 30 busiest airports in the world.
  • On August 1 2014, the President of the Republic of Congo authorised the ratification of the Double Taxation Avoidance Agreement (the DTAA) with Mauritius. The DTAA was signed on December 20 2010 and will come into force in Mauritius on the date as specified by the Minister in a notice published in the Government Gazette.
  • James Sattin A timeless standard by which to assess the ease of doing business in a given jurisdiction, and, indeed, the strength of an economy, is access to credit. With this connection between access to credit and ease of doing business in mind, Panama has recently updated its legislation governing the creation of security interests on personal property by means of Law 129 of 2013. Intended to replace the outdated Decree Law 2 of 1955, the stated purpose of Law 129 is to 'promote access to credit and modernise the system of security interests on personal property.' In particular, some of the shortcomings of the prior regulatory framework were the high costs involved in obtaining credit, the cumbersome and repetitive registration process, the prohibition on obtaining a second or third mortgage on the same property, and the limitations placed on the rates and timeframes of the security instrument. Law 129, based on the model prepared by the Organization of American States (OAS) used in similar legislation throughout Latin America, provides numerous advantages to businesses seeking credit, and especially to small businessmen, who are typically only able to provide security in the form of movable property rather than real estate. Specifically, Law 129 enlarges the types of goods upon which a security interest can be placed, such as the inventory of a business and its intangibles, including trademarks, patents, and intellectual property. Further, the newly-enacted law allows for successive mortgages on the same good, establishes priority rules for security interests, provides a mechanism for the return of money to the consumer when the value of the secured goods exceeds the amount of the outstanding obligation, and streamlines the registration process by replacing the necessity of a public deed for personal property, with the submission of certain forms or sworn declarations which can be directly registered with the public registry, thus saving both time and money.
  • Azleen Mohammed Saleh The guidelines on sukuk and private debt securities in Malaysia were recently revised and took effect on August 28 2014. One of the revisions made was on the tradability and transferability of unrated sukuk and private debt securities. Effective from January 1 2015, unrated sukuk and unrated private debt securities may be traded and transferred provided that: (i) they have been in the market for at least two years; (ii) they are offered only to sophisticated investors; and (iii) the requirements for revision of principal terms and conditions as specified under the guidelines on sukuk or private debt securities have been complied with. Alternatively, for rated sukuk and rated private debt securities, the issuer may discontinue the credit rating of the sukuk or the private debt securities and maintain their tradability and transferability provided that: (i) they have been in the market for at least two years; (ii) they are offered only to sophisticated investors; (iii) the requirements for revision of principal terms and conditions as specified under the guidelines on sukuk or private debt securities have been complied with; and (iv) at least one annual rating review has been completed after January 1 2015.
  • Terje Gulbrandsen Ketil Sellæg Ramberg Personal data and privacy law issues raise a number of issues in a company's day-to-day business and may be significant in many transactions. That being said, personal data issues have not played an important role in M&A, although they may turn out to be more important than previously thought. As a means of guidance, and not as an exhaustive list, the following checklist may be useful in your next transaction; either as seller in preparation of a future sale, or as buyer when performing due diligence. Is the company a data processor that is obliged to obtain a licence from the local data protection authority, or will a notification to the relevant authority be sufficient? If the company is obliged to have a licence, it is important to review this licence. Is the company handling sensitive data (health data, trade union membership, racial or ethnic origin, sex life, information with regards to criminal acts) or just regular personal data (information that may be linked to a natural person)? Does the company have a security strategy and how is the company handling their internal control? Does the company have any security zones? If so, how is access granted and denied? Is it possible to track such access? Has the company entered into any data processor agreements? Has the company performed a security audit? If so, were any discrepancies discovered? Has the company been subject to review from the local data protection authorities? If so, any report from such a review should be provided. Has the company entered into agreements with regards to the transfer of personal data to third countries? Is aggregated data or big data in some form used in the business? If so, is the data properly anonymised or would it be possible to re-identify the data subject? If not, how is the data subject's consent obtained and kept? Is customer data used in the business? If so, how is the data subject's consent obtained and kept? If the company is developing internal systems, is the company complying with privacy by design guidelines? Is the company storing internal or external data in the cloud? How are security measures taken? Is the company certain that personal data stored in the cloud is kept in the country or is the personal data transferred to third countries? Does the company have a data protection officer? Terje Gulbrandsen and Ketil Sellæg Ramberg
  • Ha Hoang Loc Under existing regulations, for shares or equity acquisition between offshore buyers and domestic shareholders of a 100% Vietnamese target company, payment for the acquisition should be made in Vietnam directly between the parties. However, the above payment scheme may no longer be acceptable. On August 11 2014, the State Bank of Vietnam issued Circular 19/2014/TT-NHNN (Circular 19) which will take effect from September 22 2014. Accordingly, if an offshore buyer acquires existing shares or equity from Vietnamese shareholders and directly participates in management and operation of the target company post-completion, they may have to make payment through one of the following channels.