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Ignacio Buil Aldana Act 14/2013, of September 27 2013, favouring entrepreneurs and their internationalisation (the Act), has introduced a wide range of reforms on several insolvency, corporate, tax and labour matters. Regarding insolvencies, the Act (among other changes) significantly reduces the quorum of financial creditors required for court-sanctioned refinancing agreements. It also includes a new out-of-court device in order for debtors and creditors to reach payment agreements binding dissident creditors. With respect to the court-sanctioned refinancing (the so called Spanish scheme), the Act lowers the 75% (of financial debt) support threshold required under additional provision 4 of the Insolvency Act to court-sanction a refinancing agreement to a mere 55%. Further, the Act clarifies that that quorum be superimposed on the quorum required for refinancing agreements under article 71.6 of the Insolvency Act (60% of total debt, including financial debt), in line with both doctrine and case law. This reform is aimed at facilitating Spanish schemes by simplifying and lowering the threshold to reach the relevant majorities. This, of course, may have an effect on existing and future Spanish restructurings even if other key issues such as the ability to cram-down secured creditors is still uncertain, despite relevant developments in this regard (such as the Celsa case).

Alternative credit providers are facing a laundry list of new restrictions to ensure they aren’t the root of the next crisis. This month’s three-part cover story looks at the key issues in the global shadow banking debate

Carlos Fradique Me´ndez Laura Villaveces Hollmann Colombia has made great stride towards contributing to the development of its markets. In particular, construction has experienced a boom in the past months as the sector grew about 16.9% in the first quarter of 2013 compared to 2012, residential buildings increased 14.7% and non-residential 21.8%. Maintenance and repair also grew 2.7% and construction licences 31.5%. All of which creates an interesting scenario, further supported by new regulations providing for useful real property investment models that are attractive to both foreign and national investors. Real-estate funds in Colombia were created rather late compared to international standards, and were only allowed since 2007. Yet the impact was not that great because of the regulatory restrictions that hindered their development.

In April 2013, the Act Governing Private Sector Participation in or Operation of State Activities (2013) was published. The Act supersedes the 1992 version, which presented several issues for parties wishing to enter joint investment contracts with state-owned enterprises. These issues include an unclear and overlapping authority of several government regulators, with the National Economic and Social Development Board (NESDB) refusing to play a significant role, and substantial delays and increased costs in project approval, with no clear definition of what constitutes a state-owned enterprise. In addition, the old Act does not provide for contract renewals or amendments, or the scope of discretion for project approval.

On July 22 2013, the new EU regime on licensing and supervision of alternative investment funds (AIFs) took effect, as Delegated Regulation (231/2013) supplementing the Directive on Alternative Investment Fund Managers (2011/61/EU) (the AIFMD) entered into force. Cyprus had already transposed the AIFMD into national law earlier in July, in the form of the Alternative Investment Fund Managers Law of 2013 (Law 56(I) of 2013: the AIFM Law).

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

Shuanghui’s acquisition of Smithfield was the largest Chinese takeover of a US company to-date. Here’s why it signals that the US is open to Chinese investment

John Breslin The Irish Parliament passed the Personal Insolvency Act 2012 (the Act) in December 2012, as part of its commitment to reform key areas of Irish law in the context of troika funding. It is being implemented over the course of 2013, and is not yet fully in force. The Act represents a major reform of personal insolvency law, creating new processes as an alternative to bankruptcy. The suitability of any of the new processes in a given situation will depend on the level of the debt, and whether it is secured or unsecured. The Act also makes fundamental changes to bankruptcy law in Ireland. It has significant implications for banks holding or purchasing distressed assets. The highlights of the Act are as follows:

Karan Talwar Noorul Hassan According to a recent Thomson Reuters M&A report, M&A deals in India were lowest in the last four years at $23.8 billion for January-September 2013. However, total cross-border M&A involving India grew 36.7% to $19.3 billion, driven by a 178% spike in outbound M&As, while inbound deals slipped 2.3% to $10.8 billion from the first nine months of 2012. The Companies Act, 2013 (the Act) has replaced the archaic 50 year old company law in India. The new Act promises to revamp the landscape of corporate restructuring and M&A in India, with fast track mergers between small companies and holding-subsidiary companies coupled with simplified procedures. More importantly, section 234 of the new Act now allows both inbound and outbound mergers and amalgamations with foreign companies as opposed to the earlier law, which specifically disallowed a foreign company from being a transferee company. The term foreign company has been defined as any company or 'body corporate' incorporated outside India, whether or not it has a place of business in India. However, only foreign companies established in jurisdictions yet to be notified by the government shall be allowed to merge with Indian companies.

IFLR1000’s 2014 rankings identify the law firms shaping Asia and Africa’s most exciting project finance markets