Search results for

www.hermawanjuniarto.co

What will trigger a write-down in Korea? Clarifications of the write-down requirements for Korean banks' Basel III-compliant bonds are expected to encourage deals and appeal to investors. Korean regulators recently clarified the terms and conditions of Basel III-compliant bonds from banks in the jurisdiction. Previously either a management improvement order (MIO) by the relevant regulators or regulator's designation of the financial institution as insolvent would trigger a write-down.

Zaheer Mauritius (Zaheer), a Mauritius tax resident company, invested in Indian companies engaged in real estate in India. It entered into a Securities Subscription Agreement (SSA) and a Shareholder's Agreement (SHA) with Indian companies Vatika Limited (Vatika) and SH TechPark Developers (JV company). Vatika partly exercised the call option under the SHA and subsequently Zaheer transferred further equity shares and compulsorily convertible debentures (CCDs) in the JV company to Vatika.

Gabriela Vásquez Through Law 131(Law) of December 2013, Panama amended the arbitral process for both domestic and international commercial arbitration. The newly enacted law replaces previous regulation on the matter, developing new guidelines that respond to the increasing popularity of arbitration as a fast method for the alternative resolution of conflicts. Law 131 sets out, among other things, new terms and deadlines for all parties involved in the arbitration process (plaintiff, defendant, arbitral tribunal, judicial tribunals, and the Fourth Chamber of the Supreme Court of Justice), to act or proceed. As a prime example, the new law reduces the timeframe for the Arbitral Tribunal to issue the arbitral award which settles the dispute.

Kyohei Mizukoshi The Financial Services Agency of Japan (JFSA) published the amendment to the Guidelines for the Disclosure of Corporate Affairs (Disclosure Guidelines) on August 27 2014. The Disclosure Guidelines do not constitute statutory laws of Japan, but provide matters to be considered in applying the laws and regulations concerning corporate disclosure, including the Financial Instruments and Exchange Act of Japan (FIEA). This amendment abolishes the waiting period for the securities registration for certain 'well-known companies' and clarifies which acts do not constitute a 'pre-filing offer'. Generally, where a listed company conducts a public offering, it must file a securities registration statement (SRS), then wait for seven days before it can issue its securities to investors. This waiting period is designed to give investors time to decide, based on the information disclosed, whether to acquire and purchase the securities. Under the amended Disclosure Guidelines, only in cases involving the filing of an SRS by certain well-known companies, the SRS becomes effective on the date of filing and such companies can issue their securities to investors from the filing date. This exemption is available to certain types of equity offerings by well-known companies whose shares are listed on a stock exchange in Japan and whose market capitalisation is ¥10 billion ($93 million) or above. Additionally, this exemption is available to a non-Japanese company which meets these requirements.

Sanjay Mohanasundram The July/August briefing covered the introduction of the Construction Industry Payment and Adjudication Act 2012 (CIPAA) which came into operation on April 15 2014. The purpose of CIPAA is to facilitate regular and timely payment and provide a mechanism for speedy dispute resolution through adjudication. CIPAA is regulated by the Kuala Lumpur Regional Arbitration Centre (KLRCA). In the first of the KLRCA circulars on the administration of CIPAA, it is provided that CIPAA will apply to construction contracts that were entered into before April 15 2014 but the dispute in issue must have arisen after this date. The intent of this circular is clear: to ensure CIPAA has an immediate impact on the construction industry. Regretfully, questions have been raised about the validity of this KLRCA circular and it has been suggested by some parties that CIPAA can only apply prospectively to construction contracts that were entered into after April 15 2014. It is being argued in court that this would defeat the very intent of CIPAA. Therefore, it is suggested that even though CIPAA may have an impact on parties' contractual rights, it would still be necessary for CIPAA to apply to contracts that were entered into before April 15 2014.

The lighter side of the past month in financial law

Jaime de la Torre On May 7 2013, the new alternative fixed-income securities market (MARF) was created in Spain through a resolution passed by the AIAF management company's board of directors (governing body). The MARF enables companies (whose circumstances prevent them from accessing official secondary markets) to obtain financing through the issue of fixed-income securities. The MARF is legally configured as a multilateral trading system, directed and managed by the governing body. The Spanish Securities and Exchange Commission (CNMV) supervises MARF's governing body.

Rose Marie M King-Dominguez In a May 8 2014 opinion, the Philippines' Securities and Exchange Commission (SEC) advised that the provision of 'an online platform intended to increase the sale of a particular product' is a mass media activity. Under the Constitution, ownership and operation of mass media enterprises is wholly reserved to Filipino citizens.

Soonghee Lee Hyun Suk Jung In early 2011, the prosecutor's office indicted employees of securities firms and scalpers on the charges that, in connection with transactions of the equity-linked warrants (ELW) listed on the Korea Exchange, unlawful devices, schemes and artifices were used. Based on the findings of the prosecutor's office, the employees provided unlawful means prohibited by the Financial Investment Services and Capital Markets Act to the scalpers (such as access to an internal electronic network and exclusive server of the securities firms that are unknown to ordinary investors, implementation of a scalper database, opening of preliminary ledgers, and prioritised provision of market quotations). Both the courts of first instance and appellate courts rendered not guilty decisions for the defendants of the case. The Supreme Court rendered final decisions to the same effect in early 2014. The prosecutor's office claimed that throughout the proceedings: (i) the services provided in connection with this case violated the principle that there must not be any difference in the speed of processing orders; (ii) the defendants provided the services of this case exclusively to a small number of scalpers without notifying other customers; and (iii) there is a substantial likelihood that the profits made by scalpers who used the services of the case in the ELW market would lead to losses of ordinary investors. In response to the above claims, the defendants responded as follows: (i) the services that the defendants provided are a form of direct market access (DMA) service that are not only allowed worldwide, but which are widespread; (ii) it is a common practice even in Korea for a securities firm to provide a system with faster processing speed for some of the orders, and this is a fact well known to investors. The Supreme Court's decision stated the following: (i) there is no such principle that requires parity in the speed of processing orders; (ii) it is not found that the securities firms provided the scalpers with faster services clandestinely; (iii) there is no risk that the faster services at issue may endanger the profit of other investors; (iv) given that there is no technological method for synchronising the speed of the services, if criminal liabilities are imposed on the acts of the present case, not only would it not solve the problem, but it would further compound the chaos and indiscriminately have a negative effect on various services that may be introduced as a result of development in telecommunications technology.