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  • Other capital funds as one of the components of a company´s equity in Slovak entities (Funds) are used primarily when there is a need to inject cash into a company in a very short time. A company's equity comprises: (i) share capital; (ii) capital funds (including the Funds); (iii) funds created from net profit; (iv) profit or loss from previous years; and, (v) after-tax profit or loss for the accounting period. The issue of contributions to Funds has long been a subject of intense legal discussion in Slovakia. The main discussion is focused on the issue of whether the Funds may represent cost free contributions and may be freely returned to the shareholder who provided them.
  • > Carlos Fradique-Méndez David Lopez Foreign financial institutions granting loans to Colombian financial institutions are increasingly concerned about the feasibility of securing such indebtedness with collateral granted by the Colombian borrower. This is because new international financial regulations demanding larger liquidity from financial institutions, imposing more stringent capital requirements and requiring additional collateral for specific transactions have entered into force. This allows the foreign lender to abide with regulations demanding collateral and to ameliorate the risk-adjustment value of such loans with admissible collateral. This regulatory and business need poses an interesting challenge under Colombian law. As a general rule, Colombian financial institutions may not grant collateral (or any type of lien that restricts its right to transfer assets) as security to a transaction unless an explicit exception applies.
  • Market conditions are primed for Russian corporates to buy back their eurobonds. Debevoise & Plimpton's James Scoville, Robert Manson and Dmitry Karamyslov describe the particularities of the original issuance structures that must be taken into account
  • Ha Hoang Loc Under existing regulations, for shares or equity acquisition between offshore buyers and domestic shareholders of a 100% Vietnamese target company, payment for the acquisition should be made in Vietnam directly between the parties. However, the above payment scheme may no longer be acceptable. On August 11 2014, the State Bank of Vietnam issued Circular 19/2014/TT-NHNN (Circular 19) which will take effect from September 22 2014. Accordingly, if an offshore buyer acquires existing shares or equity from Vietnamese shareholders and directly participates in management and operation of the target company post-completion, they may have to make payment through one of the following channels.
  • Strong equity markets have prompted sellers to consider parallel exit routes. But as By Herbert Smith Freehills' Philippa Stone and Nick Baker explain, running two deals at once prompts legal challenges
  • Across Europe, many public-private partnerships are struggling. But a small majority of lawyers believe it’s premature to overhaul the funding model
  • The recent changes are broadly positive. But Borja Garci´a-Alama´n and José María Gil-Robles explain why they don’t mark the end of the journey
  • Debevoise & Plimpton's James Scoville and Vera Losonci explain why an increasing number of foreign companies are using American Depositary Receipts to tap US investors
  • The lighter side of the past month in the world of financial law
  • Terje Gulbrandsen Ketil Sellæg Ramberg Personal data and privacy law issues raise a number of issues in a company's day-to-day business and may be significant in many transactions. That being said, personal data issues have not played an important role in M&A, although they may turn out to be more important than previously thought. As a means of guidance, and not as an exhaustive list, the following checklist may be useful in your next transaction; either as seller in preparation of a future sale, or as buyer when performing due diligence. Is the company a data processor that is obliged to obtain a licence from the local data protection authority, or will a notification to the relevant authority be sufficient? If the company is obliged to have a licence, it is important to review this licence. Is the company handling sensitive data (health data, trade union membership, racial or ethnic origin, sex life, information with regards to criminal acts) or just regular personal data (information that may be linked to a natural person)? Does the company have a security strategy and how is the company handling their internal control? Does the company have any security zones? If so, how is access granted and denied? Is it possible to track such access? Has the company entered into any data processor agreements? Has the company performed a security audit? If so, were any discrepancies discovered? Has the company been subject to review from the local data protection authorities? If so, any report from such a review should be provided. Has the company entered into agreements with regards to the transfer of personal data to third countries? Is aggregated data or big data in some form used in the business? If so, is the data properly anonymised or would it be possible to re-identify the data subject? If not, how is the data subject's consent obtained and kept? Is customer data used in the business? If so, how is the data subject's consent obtained and kept? If the company is developing internal systems, is the company complying with privacy by design guidelines? Is the company storing internal or external data in the cloud? How are security measures taken? Is the company certain that personal data stored in the cloud is kept in the country or is the personal data transferred to third countries? Does the company have a data protection officer? Terje Gulbrandsen and Ketil Sellæg Ramberg