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Clive Cunningham, Pat Horton and Nish Dissanayake of Herbert Smith Freehills explore the impact of the AIFM Directive on marketing alternative investment funds

Philippos Aristotelous In accordance with its commitment to its international lenders, Cyprus has made a number of changes to tax rates. With effect from January 1 2013 the corporate income tax rate has been increased from 10% to 12.5%. The rate of special defence contribution (SDC) on interest has also been increased, from 15% to 30%. The increase will take effect from the date of publication of the law in the official gazette, probably during May 2013. SDC tax is payable only by tax residents of Cyprus; non-resident individuals and companies are completely exempt, and interest on corporate financing or loan arrangements is subject to income tax rather than SDC tax.

Michael M Wiseman and Elizabeth T Davy of Sullivan & Cromwell explore the increasingly hostile US enforcement climate for financial institutions

Sandro Núñez Stock options are a kind of option right granted to employees. They allow those employees, within a specified term, to acquire equity in the employing company at a price agreed on the date of the call option. Stock options are created with the purpose of securing an employee's long-term commitment to the company, either as a part of a compensation plan, as a standalone agreement with a key employee, or as part of an M&A transaction where the selling parties intend to stay as part of the company's management.

Leonardo Fernández Rodríguez According to Law 9/2012 on restructuring of credit entities and Royal Decree 1559/2012 that develops Law 9/2012, the Spanish bad bank Sociedad de Gestión de Activos procedentes de la Reestructuración Bancaria (Sareb) is entitled to incorporate separate estates under the form of bank assets funds (fondos de activos bancarios, or FABs) to which it may assign either assets or assets and liabilities from its balance. FABs will operate as a mix of a securitisation fund and a collective investment vehicle. Assets eligible to be transferred to any FAB are not limited to those previously assigned to Sareb by credit entities subject to public aid according to applicable legislation, since the eligibility criteria also extends to money and deposits as well as fixed income notes listed in any official secondary market.

On April 11 2013, the Philippine Bureau of Internal Revenue issued Revenue Regulations No 6-2013 (RR 6-2013) amending certain provisions of Revenue Regulations No 6-2008, which provides for, among other things, the rules involving the determination of the fair market value of shares of stock not listed and traded in the local stock exchanges. These regulations implement the provisions of the Philippine National Internal Revenue Code (the Tax Code) relating to the imposition of capital gains tax on the sale or transfer of shares that are not traded through a local stock exchange. The general rule under the Tax Code is that gains realised from the sale or disposition of shares of stock is subject to a capital gains tax of 10% (other than a sale of shares through a stock exchange, which is generally subject to a stock transfer tax of 0.5%). For the purposes of calculating the tax, the gain is the amount by which the selling price or fair market value of the shares (whichever is higher) exceeds the seller's acquisition cost. Under the previous set of rules, the fair market value of the shares was deemed equal to their book value, as shown in the financial statements duly certified by an independent certified public accountant nearest to the date of sale. In case the fair market value of the shares of stock sold or transferred was greater than the amount of money and/or fair market value of the property received, the excess received as consideration will be deemed a gift subject to the donor's tax under section 100 of the Tax Code (at a rate of up to 30% of the net gifts).

Anna Pinedo Five years following the outset of the financial crisis, the debate regarding regulatory capital levels for US banks only seems to have intensified. The US banking agencies released notices of proposed rulemaking relating to regulatory capital in mid-2012; these proposals were the subject of intense commentary. To meet G-20 commitments, it was assumed final capital requirements for US banks would be released by mid-2013. However, given new legislative proposals, and new recommendations from policymakers, the country seems to be further from any consensus regarding an approach to regulatory capital and prudential regulation. Recently, Senators Sherrod Brown and David Vitter introduced proposed legislation that would set Basel III aside, and require adoption of new capital requirements focused principally on common equity, or an equity capital ratio, and impose at least a 15% minimum capital requirement on large US banks. The bill also would require separate capital requirements for subsidiaries, and limit the permitted activities of banks and their non-bank subsidiaries. Although the bill may never receive the bipartisan support required for approval, it is nonetheless important in that it illustrates the continuing debate over too-big-to-fail institutions. It also suggests that perhaps the actions that already have been taken following enactment of the Dodd-Frank Act are not sufficiently well-understood.

Beatriz del C Cabal Until recently, when clients inquired about the steps to complete a spin-off of a Panamanian corporation, the answer was that the Commercial Code and Corporate Law did not regulate the matter. Since it was unregulated, clients were very sceptical about moving forward with this process, more so because of the uncertainty of the tax and commercial implications that this operation could carry. Since Law 85 of November 22 2012 was published, that uncertainty has gone. This new law regulates corporate spin-offs, for all types of Panamanian corporate legal entities, by the division of all or part of their assets and their transfer to an existing corporation or to a new one created specifically for that purpose, as long as the companies have the same shareholders.

Nonye Uwazie The recognition and enforcement of judgments rendered by courts of other jurisdictions is an important tool of international trade integration. International trade participants are of the view that such domestic recognition and enforcement of foreign judgments provides oil in the wheels of trade. Recognition is a precondition for enforcement of foreign judgments with the criteria for such recognition stipulated in domestic legislation. In Nigeria, the requirement for recognition and enforcement of foreign judgments is contained in the Foreign Judgments (Reciprocal Enforcement) Act, Cap 152, Laws of the Federation of Nigeria 1990. Parties wishing to enforce foreign judgments in Nigeria must, as a first step, apply to have the judgment registered in the appropriate court. The time limit for such registration recently came up for resolution before the Nigerian Supreme Court in VAB Petroleum Inc v Mr. Mike Momah (2013) LPELR-SC. 99/2004.

Veena Sivaramakrishnan Pooja Yedukumar Restructuring continues to be the buzz word in India in 2013. It is not just in the context of non-performing assets that banks and financial institutions are seeking to restructure their books. Be it corporate debt restructuring (CDR) or restructuring under the statutory realm of the Board for Industrial and Financial Reconstruction (BIFR), companies seem to be resorting to these methods as an easy means of rehabilitation. The CDR mechanism is technically voluntary, though most Indian banks (especially in the public sector) are members of the CDR Cell, thereby making it mandatory for them to participate in the restructuring of a company to which they have an exposure in India. The CDR process provides for banks and financial institutions (which are not a party to the Cell) to enforce their rights outside the CDR mechanism. Effectively this allows companies to get some leeway especially from CDR participating banks in relation to their obligations, while continuing to ensure that the rights of the non-participating banks are not adversely affected.