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European bank capital will come of age this year. Regulatory and market developments have combined to create long-awaited optimism around the asset class

Sanctions placed on Russian and Ukrainian officials by the US and EU are constantly evolving, forcing banks and other financial institutions to take a proactive approach to due diligence and financing

On March 21 the Commission extended the US regulatory relief granted to EU multilateral trading facilities until May 14, and announced imminent modifications to its proposed regime for Qualifying MTFs

João Nuno Riquito and Bruno Almeida of Riquito Advogados navigate the network of interests and rules that arise in cross-border mergers involving Macau

Panagiotis Drakopoulos Evangelos Margaritis Lately, domestic and international financial and corporate players have been looking to the Athens Exchange for safe yet high return investment opportunities in Greece and south east Europe. They are seeking to make takeover bids on securities of companies established in Greece and listed on the local exchange with significant presence in the wider region. It is common knowledge that M&As are the most transparent and efficient way to gain control of the desired target company, following a public offer on all or a part of the target's capital. However, this does not seem to be their unique advantage in the Greek legal order. The speed of their conclusion, with an average duration of two months, allows the investor to begin their business quickly and efficiently. The investor will be in a position to choose a board of his own preference within a few days of the expiry of the public offer, and to focus on what matters: building the business. The Greek legal framework on takeover bids (mainly 3461/2006 as in force – the Law) harmonises local law with the relevant EU Directive 2004/25/EC. The Law distinguishes between mandatory and voluntary offers. The former is necessary whenever an investor gains direct or indirect control of more than a third of the voting rights in a company, and as a result the control of that company. In this case, the investor is obliged, within 20 days of the acquisition, to make a public offer (mandatory bid) for the remaining shares of the company. The same obligation lies with every shareholder who holds more than a third but less than half of the voting rights of the target company, if within six months said shareholder acquires (alone or with others), securities of the target company which represent more than three percent of the voting rights. Voluntary offers can be submitted at any time, and refer not only to voting, but also to non-voting shares. The bidder can stipulate a minimum and a maximum quantity of shares that the bidder is willing to acquire.

John Breslin Karole Cuddihy In a recent decision, the Irish High Court held that if an investor has paid money to a firm based on a fraudulent misrepresentation, the payer has a proprietary claim to the payment (In re Custom House Capital; Scott v Wallace 2013 IEHC 559). This is obviously crucial where a firm is in insolvent liquidation. The Irish High Court (Justice Finlay Geoghegan) held that monies held on account by Custom House Capital Limited (CHC) before its winding up were held on trust for one of its clients. The client of CHC had, between April and July 2009, transferred most of her personal savings and pension funds to CHC for investment, including a sum of €145,000 ($202,000), referred to as a deposit. The client had agreed that the latter sum would be invested by way of a subordinated loan agreement.

Law Decree 145 of December 23 2013, converted into law with amendments by Law 9 of February 21 2014, (Decree 145) has introduced wide-ranging amendments to Law 130 of April 30 1999 (the Securitisation Law). The five most relevant amendments are discussed below.

UBS’s purchase of StabFund from Swiss National Bank ended the stabilisation transaction it launched in 2008. Here’s what it means for the country’s banks

Alexei Bonamin Ricardo Mastropasqua On December 20 2013, the Brazilian Exchange Securities Commission (CVM) issued a set of rules which regulate the rendering of services related to the Brazilian capital markets' infrastructure, as follows: (i) CVM Instruction 541 regulates matters regarding the centralised deposit of securities; (ii) CVM Instruction 542 governs the rendering of securities custody services; and (iii) CVM Instruction 543 regulates securities bookkeeping services and the issuance of securities certificates. In accordance with CVM Instruction 541, the centralised deposit service of securities comprises the following activities: (i) securities' safekeeping by the central depository; (ii) controlling the chain of ownership of securities in the deposit accounts maintained on behalf of investors; (iii) restricting practices related to securities' disposal by the ultimate investor or by any third party outside the central depository environment; and (iv) the handling of trading instructions and of incidental events that affect the deposited securities, with the corresponding records on the deposit accounts. CVM Instruction 541 does not apply to positions held in the derivatives market outside the central depository environment. However, it does apply to the establishment of liens and encumbrances on positions held in derivative agreements of any kind, provided that the central depository is also authorised to provide registration services to such agreements. CVM Instruction 541 also applies to financial bills and other instruments that are subject to the jurisdiction of CVM.

Takeho Ujino The Act on Special Provisions of Civil Court Procedures for Collective Recovery of Property Damage of Consumers (Act 96 of 2013 – the Act) was promulgated on December 11 2013, and is scheduled to come into force within three years – the specific date to be designated by a cabinet order. The Act introduces a new class action system that sets out procedures which enable a group of consumers to recover damages collectively in a simple and prompt manner (the system). The system consists of two stages. In the first stage, the court will render a declaratory judgment on the common liabilities of the accused business operator, which must arise from a common legal and factual cause and be shared by multiple aggrieved consumers (common liabilities). Only a specified qualified consumer organisation certified by the Prime Minister as fulfilling the requirements of the system may file a first stage procedure. If the organisation succeeds at the first stage, the amount to be paid to each aggrieved consumer will be determined at the second stage, during which the group of aggrieved consumers delegates the resolution of their claims to the organisation, which then brings the relevant claims to the court. The court will then issue a decision regarding the amount of compensation that can be recovered from the accused business operator by each of the aggrieved consumers.