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On December 25 2012, the Financial Services Agency of Japan (FSA) published a report titled Development of Systems Concerning Insider Trading Regulation Based on Recent Violations and Financial and Corporate Practices. The report summarises the problems with the present insider trading regulations in Japan and presents recommended revisions. The present insider trading regulations in Japan are expected to be reformed based on the recommendations presented by the report in the future.

Banji Adenusi With private equity (PE) transactions in Africa now grossing an excess of $1 billion each year and growing, it is no surprise that the regulators are turning their spotlight on the sector to prevent abuse. Most recently, Nigeria's Securities and Exchange Commission brought out specific rules to govern the operations of private equity funds in Nigeria. This demonstrates the Commission's recognition of the growing importance of PE funds in driving investments in the country, especially considering the buoyancy of sectors such as telecoms, healthcare and real estate. It is furthermore a recognition of the management of the operational and investment risks associated with these funds – underscoring the need for a robust risk assessment and management framework for investment advisers. The rules apply to PE funds established in Nigeria with a minimum commitment of N1 billion ($6.3 million) of investors' funds; the funds are restricted to sourcing investments from qualified investors alone (Rule 249(d)(4)). The revised rules impose a minimum capital requirement of N20 million on PE fund managers, which is justified on the basis of the risk exposure of the fund. This capital requirement is a fair cap, especially when juxtaposed with the EU directive on the regulation of private equity (the Alternative Investment Fund Managers or AIFM Directive), which imposes a capital requirement of €125,000 ($164,000) for external managers of funds and €300,000 for a fund manager that is an internally managed fund. The AIFM Directive also requires, however, that the manager provide additional funds equal to 0.02% of the amount by which the value of the portfolios exceed €250 million.

Seda Akipek and Müjdem Aksoy of Cerrahoglu examine the implications of changes to Turkey’s Commercial Code which allow for electronic company meetings

Borys D Sawicki Times of economic slowdown create additional challenges for businesses. Limited availability of external financing and delays in payments from contractors prompt entrepreneurs to seek tools that could improve their financial position. Factoring is certainly one of the instruments at which it is worth taking a closer look. In Poland, factoring is an unregulated agreement as opposed to typical agreements regulated by the Civil Code, such as sale, donation or construction contracts. The parties are, therefore, free to structure their legal relationship as they see it fit, provided that its substance and/or purpose is not contradictory to the nature of the relationship, the law or the principles of community life. Usually, they will model the arrangement in accordance with the prevailing market practice and taking into account views expressed by legal commentators.

Thomas Thorndike The energy industry in Peru is divided into three main sub-sectors: generation, transmission and distribution. The development of energy projects, regardless of the sub-sector, requires the execution of a concession agreement with the relevant governmental agency, authorising the sponsors to develop the project, and establishing the applicable terms. Such concession agreements set out the technical and contractual conditions of the project, including certain terms and conditions as to how it is to be financed.

Fernando Navarro Coderque A number of Spanish companies are nowadays struggling to get new money or to restructure their debt, but traditional financing seems to be still unavailable. In most cases the reason is not the poor fundamentals of such companies but rather that their regular lenders are not in a position to incur further risk with them. Certain companies are therefore looking for new sources of financing and at the same time for another type of financier. For this purpose, high-yield bonds are becoming popular, usually combined with a revolving credit facility, which is a structure that has been used by large Spanish companies where restructuring their debt.

On April 23 2013 Canadian securities regulators provided exemptive relief to a number of foreign investment banks, so that under certain circumstances, foreign issuers (including governments) can make private placement offerings to permitted clients in Canada as part of a global offering, without supplemental Canadian disclosure.

Alexei Bonamin The way in which a security interest is perfected may have a significant impact on the ability of the borrower to raise finance. A security perfected with the minimum delay and cost and the maximum of certainty and flexibility brings enormous advantages for borrowers and creditors. In 2011, the Brazilian congress approved a bill that, among other things, aimed to simplify the creation of security over securities and financial assets. The bill was signed into Law 12,543, but to produce its complete effects the law had to be regulated by the government.

Bond documentation has failed to keep pace with changing bondholder meeting practices. Draftsmen should take note of these common discrepancies

Muharrem Küçük Mustafa Yigit Örnek When international banks and financial institutions finance a project or provide acquisition financing, they need to acknowledge certain restrictions under the Turkish Commercial Code No 6102 (TCC) in respect of security granted to secure such financing. For any project or acquisition financing, the borrower itself is able to provide a corporate guarantee to the lenders. But there is a concern if a subsidiary company is required to provide a corporate guarantee in respect of the obligations of its parent company. According to article 202 of the TCC, a parent company cannot cause any loss to its subsidiary. Although abuse of control by the parent company does not render the relevant transaction void, the parent company is obliged to compensate the losses of the subsidiary within the same financial year or provide a method for compensation within the same financial year. If the parent company fails to compensate, the other shareholders or creditors of the subsidiary are entitled to commence proceedings against the parent company and the directors of the parent company for compensation of losses. Article 202 also applies if either the parent or the subsidiary is incorporated in Turkey.