Search results for

Banji Adenusi In May 2014, the Nigerian Securities and Exchange Commission issued new rules to address the influx of offshore mutual funds and collective investment schemes (CISs) soliciting investment from investors in Nigeria. The Rules on Approval of Foreign Collective Investment Schemes 2014 aims to bring foreign CISs (registered and regulated under the relevant foreign jurisdiction) which are seeking investments from Nigeria under the jurisdiction of the SEC. As part of requirements for eligibility to solicit investments, foreign CISs that have no intention of listing on the Nigerian exchanges are required to invest no less than 20% of the fund's total assets in Nigeria (Rule 2g). Obviously, the key consideration is the retention of a minimum level of investment within the Nigerian market, and by extension the reduction of capital flight. Equally, the foreign operator is required to appoint a representative in Nigeria for the life of the fund approved in Nigeria. This appointed representative can either be a duly registered fund manager with whom the foreign operator may enter into a representative agreement, or a freshly incorporated representative entity registered with SEC (Rule 3b). Solicitation of investments in the fund is then carried on through the representative (Rule 4). Where the foreign operator elects to incorporate a vehicle for the purposes of registration with the SEC, such local incorporation throws up a host of regulatory compliance requirements, including licensing with the Nigerian Investment Promotion Council and compliance with the various applicable tax regimes.

Karla María León Navarro Several laws have been enacted in Panama to regulate contracts and relationships between employers and employees. These involve specific principles to use in a labour dispute involving a disavantageous position for the workforce. Before a dispute, the judge must take into account one particular legal principle, which has been created to promote an equal relationship. The principle is mainly to protect the worker, who is presented as the legally weaker party compared with the more powerful employer. The principle in dubio pro operario was set out in the Labour Law for several reasons. First, the worker is subject to the employer's disciplinary power, direction and orders. This is a form of economic dependence for the employee, who receives benefits such as a salary, paid holiday, health insurance, sick pay, and retirement contributions.

Ignacio Buil Aldana José Luis Lucena Rebollo Under the Spanish Insolvency Act, clawback is a mechanism enabling an insolvent company's trustee (or the creditors, indirectly) to challenge transactions it entered into within two years of an insolvency declaration, if these transactions are prejudicial to the estate. Even if the parties acted in good faith, proof of prejudice to the estate is sufficient to avoid the transaction and restore the company to the position it would have been in had it not carried out the transaction. In practice, clawback risk contributes to an atmosphere of legal uncertainty for creditors involved in transactions with distressed companies. These transactions typically include refinancing agreements, the granting of fresh money, amendments to the security interest, and even assignments of debt positions.

Krung Thai Bank’s Tier 2 offering has become the first internationally-sold Basel III-compliant offering from Thailand. Here's how

Janet Butterworth, Norton Rose Fulbright Eric Muller, De Pardieu Brocas Maffei Kai Liebrich, Herbert Smith Freehills Alexander Dolgov, Hogan Lovells

New rules increasing Canadian targets’ ability to use poison pills are up for comment

Recent rules are intended to pave the way for Mexico’s fast-moving Fibra sector. How will this new direction affect the market?

Randall Barquero On May 20 2014, Law 9246 – the Law on Guarantees on Movable Assets (Law)– was published in the official Costa Rican law gazette La Gaceta. In approving this type of law, Costa Rica joins various other countries in the region which seek to give better financing opportunities to businesses, particularly small and medium companies. The Law is based on the Inter-American Model Law on Guarantees on Movable Assets prepared by the Organization of American States. It will allow the constitution of guarantees over specific items of movable property, or a generic group of these, as well as on inventories, equipment, circulating assets, and account receivables. The Government of Costa Rica, as well as the country´s legal and business sectors, have high hopes that the law will stimulate and increase the access to credit for companies in the productive sector of the Costa Rican economy that otherwise could not provide suitable collateral for normal credit structures.

Kyriacos Kourtelos In 2009, the EC proposed a directive on Alternative Investment Fund Managers (AIFMs). The proposed directive aimed to ensure a high level of investor protection by setting out a common framework for the authorisation and supervision of AIFMs in the EU. Further, it aimed to provide robust and harmonised regulatory standards for all AIFMs within its scope and to enhance the transparency of AIFMs' activities and improve disclosure to stakeholders. In 2010, a political agreement was reached by the European Parliament and the Council of Ministers on Directive 2011/61/EU on Alternative Investment Fund Managers (AIFMD), which amended directives 2003/41/EC and 2009/65/EC and regulations EC 1060/2009 and EU 1095/2010. As the AIFMD adopts a phased approach to the implementation, it affects European Economic Area (EEA) and non-EEA fund managers differently. Nonetheless, becoming fully authorised under the AIFMD may allow certain fund managers to undertake management and marketing activities throughout the whole of the EU. Member states were required to transpose the AIFMD into national law by July 22 2013. Cyprus was the second member state to harmonise its legislation with the AIFMD, with the enactment of the Alternative Investment Fund Managers Law of 2013 (Law 56(I)/2013 – the Law), which was published in the Official Gazette of the Republic on July 5 2013. The Cyprus Securities and Exchange Commission (CySEC) was appointed as the relevant supervisory authority under the law. The AIFMD and the law are complemented by three EC regulations that have direct effect, namely:

Issuers in unregistered securities offerings deserve the benefit of an auditor’s comfort letter. Cadwalader Wickersham & Taft partner David Neuville explains why counsel should start pressing the point