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  • The corporate tax systems of most European countries contain rules that provide some form of fiscal relief on income from participations. Under these rules, income, gains or losses from participations are often fully or partly disregarded. Switzerland also recognises participation relief in corporate taxation, yet its rules stand in sharp contrast to the ones commonly encountered, as they treat participations a priori as ordinary taxable assets. This provides both opportunities and pitfalls which taxpayers should be aware of.
  • As of January 1 2017, the amendment to the Slovak Commercial Code introduced a new corporate form – the simple joint-stock company (JSA). It is a simpler form of the joint-stock company with some specific features, including: reduced share capital of a minimum of just €1 ($1.20); the possibility of a one-person board of directors; the ability to issue various classes of shares; and, the ability to agree on an exit from the company. Two new statutory concepts were also introduced: the shareholders' agreement and option rights in the sale of shares.
  • Advisory services for securities have been a topic of discussion and concern for local regulators and supervisors, as well as for local and foreign market participants, because of the breadth of the existing applicable law and the various legal restrictions involved. Nowadays, advisory services for securities fall under one of the following descriptions: (i) a securities' intermediation activity, (ii) a duty requested from local securities' intermediaries; or, (iii) an activity not regulated by local regulations (which only applies for some activities undertaken within M&A processes and similar investment banking transactions).
  • Brazilian closed-end funds offer an advantageous investment platform since their earnings are only taxable upon distribution to investors. Conversely, income earned by Brazilian open-end funds is taxed every six months, the so-called come-cotas.
  • On May 26 2017, an amendment to the Civil Code was enacted and will be enforced within three years from the promulgation date of June 2 2017. The aim of this Amendment is to comprehensively reform the law in respect of obligations in the Japanese Civil Code. Although many of the provisions were revised based on existing case law and commonly accepted theories in Japan, this Amendment will have a significant effect on Japanese legal practice because: (i) it covers a broad range of legal issues, which include statutory interest rates, statutes of limitations, default, cancellation of contracts, damages, assignments of claims, set-offs and guarantee obligations; and, (ii) it introduces some new rules. This article covers some of the new rules introduced by the Amendment.
  • On October 25 2017, the Law of Secured Transactions (Law 936) came into force with the purpose of stimulating access to credit for individual traders, small and medium enterprises, and other institutions that due to the nature of their assets were not subject to financing at competitive interest rates.
  • The Philippine supreme court has finalised the validity of Securities and Exchange Commission Memorandum Circular number 8 of 2013 (SEC MC No 8-2013) prescribing the guidelines for compliance with Filipino-foreign ownership requirements in partially-nationalised activities. The supreme court recently dismissed the motion for reconsideration filed by the petitioner in the case of Roy vs Herbosa (Roy), thereby confirming the validity of SEC MC No. 8-2013.
  • A bank may need to acquire treasury stocks for a variety of reasons, such as to adjust firm leverage levels or to deliver financial compensation to shareholders. One concern, though, is the situation where the bank wishes to repurchase its shares from the market while its foreign shareholding ratio has already reached the threshold under the law.
  • Since the Republic of Panama and the Popular Republic of China (PRC) established a diplomatic relationship back in June, much has been speculated as to the effect that this bilateral understanding will have in the dynamic economy of the Republic of Panama.
  • Sponsored by Baker McKenzie
    The entry into force of the EU’s Benchmarks Regulation on January 1 will have a major impact on markets, asset classes and transactions
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