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Tolga Çabakli Isil Ökten In May 2014, a new paragraph was added to the Capital Movements Circular (issued by the Central Bank of Turkey (CBT)) that limits the loans between a financial institution or entity residing outside Turkey (Foreign Lender) and a company residing in Turkey (Turkish Borrower). According to the Circular, a Foreign Lender and Turkish Borrower can not to enter into a loan agreement that: (i) entitles a Turkish Borrower to utilise and repay the facilities on different dates subject to loan limit, (ii) does not include a specified term, (iii) includes a floating interest rate generally, and (iv) works as a debtor's current account (revolving). Upon a further amendment in November 2014, it was been made clear that this provision does not apply to the banks or leasing, factoring and financing institutions, but only to Turkish companies. Despite the lack of any official guidance on this issue, it's understood that the underlying reason behind the change is CBT's intention to ensure that each loan is properly recorded, and to identify the term of each loan so that the applicable taxes can be calculated accordingly. More specifically, the intention of this legislation is to come up with a loan agreement or similar document evidencing each drawdown under a revolving facility agreement. Further, if the Turkish Borrower reaches the total limit specified in the revolving facility, this agreement would be deemed to have been exhausted, and a new credit limit should be opened through a new loan agreement. Each and every loan agreement, including those evidencing the drawdown, should be reported by the intermediary Turkish bank to the CBT. The amendment would prevent the foreign re-borrowings (in respect of the repaid loans) made under a revolving facility exceeding the limit initially agreed and notified to the CBT even if certain portion of such loan is repaid.

Vu Le Bang Under the Ordinance on Foreign Exchange Control of Vietnam, foreign investors participating in business cooperation contacts (FIs) and foreign invested enterprises (FIEs) must open a direct investment capital account (DICA) at an authorised credit institution. Such institution must be one used for investment capital contribution, principal investment capital remittance, profits, and other legitimate receivables. In this regard, the State Bank of Vietnam (SBV) issued Circular 19/2014/TT-NHNN (Circular 19), effective from Sept 25 2014, to provide further guidelines. Notably, under Circular 19, FIs and FIEs are permitted to open a DICA in Vietnamese dong, which was not permitted previously. A DICA should be used to perform FIE receipt and expenditure loan transactions, regardless of the type (whether a domestic or a foreign loan) and term of the loan (whether short-, medium- or long-term). DICAs were originally used to deal with foreign loan transactions prior to Circular 19, in relation to FIE loan transactions. Further, payments of capital and project transactions in relation to FIEs should be performed through a DICA. While welcoming Circular 19, many banks in Vietnam have so far raised concerns over its strict implementation, and over the increased obligations it imposes. Specifically, if domestic loans are strictly subject to a DICA, it will likely become more burdensome for all the relevant parties, including the borrower, lender, and bank controlling the DICA. More importantly, it has been argued that the wording regarding a DICA could be interpreted as either 'is allowed to use' (meaning optional), or 'has to be used for' (meaning compulsory), in relation to certain activities under Circular 19.

As 2015's debt markets heave into life, European high yield's ceaseless covenant war continues. The pushing and pulling over change of control provisions, restricted payment baskets and their ilk is detailed in our annual high yield special focus on page 51.

With shareholder activism likely to make this proxy season a hot one, IFLR asks what companies should prioritise to best prepare

The likely default of Kaisa called into question the structures of offshore Chinese bonds. Across Asia, restructuring lawyers have more or less thought 'I told you so', as bondholders responded last month by selling their Chinese real-estate holdings in fear of future defaults.

State issuers often include carve outs from their waiver of sovereign immunity. But Clifford Chance’s Robert Trefny explains it's not clear whether the law supports such protections

Hong Kong's Bingham McCutchen saga finally came to a close last month with Vincent Sum, the city's last partner standing at the now defunct firm, joining MAYER BROWN JSM. Late last year there had been a six-partner exodus from the US outfit with Akin Gump Strauss Hauer & Feld the beneficiary.

The loosening of US travel and trade restrictions on Cuba opens new opportunities for US financial institutions.

Yesterday the Hong Kong Monetary Authority released its second consultation on its resolution and recovery regime. Here’s what you need to know

No access to historical data is one of the market’s first challenges