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Samuel Hong A number of recent privatisations in Malaysia have been proposed to be undertaken through selective capital reduction (SCR) exercises. The most recent example is the proposal by Khazanah Nasional, Malaysia's sovereign wealth fund, to privatise Malaysian Airline System through an SCR. Under an SCR privatisation, an existing shareholder (acquirer) of a company (target) becomes the sole shareholder of the target under the selective cancellation of shares held by all shareholders other than the acquirer.

The Government of the Republic of Kenya has ratified the Double Taxation Treaty (DTA) with Mauritius through the publication of a legal notice in the Kenya Official Gazette on May 23 2014. The DTA will become effective on January 1 2015. It was signed on May 7 2012, together with an investment promotion and protection agreement (IPPA) and ratified by the Republic of Mauritius. This is a significant event, reinforcing the economic relationship between the economic powerhouses of east Africa.

Historically, the most utilised form of legal entity in the Republic of Panama has been the sociedad anónima (corporation). However, the limited liability company (LLC) is becoming an increasingly popular type of legal entity. It offers individuals interested in conducting business in Panama a different organisational structure, while still providing similar benefits to those offered by corporations.

Tomasz Konopka Borys D Sawicki In the previous issue, this briefing described a story of Ms X, an accountant at Company A, who was requested to assist in an important secret project for her company. Her main task was to wire funds to an account of (an unknown to her) company in another country, according to the instructions of a top level manager of Company A received by e-mail. Before the secret project had been successfully completed, it turned out that it was a fraud scheme. Unfortunately, the monies were already gone. Because similar situations happen in real life, we decided to offer a glimpse of action that – from the Polish legal perspective – could be taken should the same occur to one's company.

Erik Lind Klaus Henrik Wiese-Hansen Since early 2000, the Norwegian corporate bond market has been transformed. From a small market dominated by domestic utility enterprises, it has changed into a global market characterised by large issue volumes of high-yield (HY) corporate bonds. This makes the Oslo Stock Exchange and Nordic Alternative Bond Market, combined, the third largest market place for HY corporate bonds in the world. In the same period, there has been an increasing number of international issuers and international investors on the Norwegian HY market. In 2009, only three percent of the listed corporate bonds came from foreign issuers. Now the latest figures show that in 2013, the number has increased from three percent to almost 50% and the total kroner figure related to foreign issuers is, as of 2013, approximately NOK 99 billion ($16 billion).

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

Jose Florante M Pamfilo The Philippines recently enacted a law that allows the full entry of foreign banks into the Philippines. Under this new law, Republic Act (RA) No 10641, foreign banks may operate in the Philippine banking system through any one of the following modes of entry: (i) by acquiring, purchasing or owning up to 100% of the voting stock of an existing bank; (ii) by investing in up to 100% of the voting stock of a new banking subsidiary incorporated under the laws of the Philippines; or (iii) by establishing branches with full banking authority. RA No 10641 amends RA No 7721, the Foreign Banks Liberalisation Act. Previously, foreign banks were limited to one of the following modes of entry: (i) acquiring, purchasing or owning up to 60% of the voting stock of an existing bank; (ii) investing in up to 60% of the voting stock of a new banking subsidiary incorporated under the laws of the Philippines; or (iii) establishing branches with full banking authority. The third mode was available only for a period of five years from the effectivity of RA No 7721 or until May 1999, during which period a maximum of 10 foreign banks could be allowed to establish branches in the Philippines. Meanwhile, the General Banking Law of 2000 expanded the first mode and allowed foreign banks to acquire up to 100% of one already existing bank, but only for a period of seven years from the effectivity of the General Banking Law or until June 2007.

Consumer protection has become a hot topic in Slovakia in recent years, particularly when it comes to unfair business practices used by sellers. To address this issue, the Slovak Parliament passed a new piece of legislation, the so-called Distance Selling Act, which took effect in June 2014. It will increase the level of consumer protection and legal certainty in the relationship between consumers and sellers. In this article, we would like to inform you on the most important changes the new legislation introduces. The Distance Selling Act applies to sales that are made through any form of communication over a distance or without any personal contact between the consumer and the seller. One of the most significant changes is the extension of the time period during which consumers can cancel the purchase contract, which is now 14 calendar days as opposed to the seven-day period under the old regime. In addition, the consumer now has the right to retain the goods until the seller refunds the money already paid as a deposit.

Soonghee Lee The D Group scandal that began in September 2013 spread the news in the market about the mis-selling practices by D Securities. An unprecedented situation unfolded, in which more than 20,000 investors filed complaints against D Securities with the Financial Supervisory Service (FSS) within a short period of time. It was reported that, to resolve this scandal quickly, the FSS deployed more than 24,000 man-days to inspect the matter. As a result, on July 31 2014, the Financial Disputes Mediation Committee (FDMC) at the FSS rendered a decision that ordered D Securities to compensate some of the investors by paying them back at least 15% and at most 50% of their investment amount. This decision was based on the reasoning that D Securities committed mis-selling, such as advising some of the investors to invest in inappropriate investment products and not having provided adequate explanations at the time of selling corporate bonds and CPs (commercial papers) issued by other D Group affiliates. The FSS announced that 67% of the contracts subject to inspection were found to be cases of mis-selling, that the average portion of compensation for a given amount of investment is 22.9%, and that the investors who were found to be subjected to D Securities' mis-selling practices would be able to recoup a total of 64.3% of the investment amount (after taking into account the compensation that the affiliates of D Group that issued the corporate bonds and CPs would make based on their corporate restructuring plans). If both parties agree to the dispute mediation decision by the FDMC and the decision stands, then the decision would have the same effect as a final decision by the court, and D Securities would have to report the result of its performance to the FSS within 20 days after the decision became finalised. If a party does not accept the dispute mediation decision, then the decision would fail to become established and would not be binding on the parties; therefore, investors would have to resort to other remedial methods such as filing a lawsuit. On the other hand, the FSS limited the cases subject to this instance of dispute mediation to mis-selling cases. It further announced that investors would be able to enforce their rights by separately filing a lawsuit if it is later found that D Securities fraudulently made the sales.

ICMA explains how it is coordinating a wide industry effort to promote the emergence of a pan-European market