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Klaus Henrik Wiese-Hansen Ernst Ravnaas Since 2012, Norwegian tax authorities have focused on the way Norwegian private equity firms have structured their carried interest payments. A common private equity structure in Norway is that the management of the private equity firm owns shares in the fund or directly in the underlying portfolio company, through a private limited liability investment company. Carried interest for the management is connected to these shares. Under carried interest rules, buy-out executives have until recently paid relatively low capital-gains taxes on profits made from buying and selling companies, in the same way investors or entrepreneurs do, as carried interest has mostly been classified as tax-exempted dividends or capital gains. This is odd, Norwegian tax authorities have argued, given that the money wagered on private equity buy-out deals mostly comes from external investors as opposed to the executives (management) themselves. It makes more sense for these profits to be taxed like ordinary salaries, they argue, at a significantly higher tax rate.

Roberto MacLean Article 106 of the Peruvian Ley General de Sociedades (Law of Corporations) establishes that a corporation may not grant loans or provide guarantees to third parties, in support of the acquisition of shares issued by such corporation. Some argue that this constitutes an absolute prohibition, and that any agreement providing such financing is null and void. With this in mind, some practitioners have designed structures that they believe avoid the prohibition simply because they avoid the form of a direct financing prohibited by article 106, hoping form will prevail over substance if the case comes to court.

Imminent reforms will reveal the identity of those behind companies registered in the UK. The new disclosure obligations promise to create among the highest levels of transparency in the world

Africa’s governments are pushing the indigenisation of major projects. For international sponsors and lenders, it introduces home and host country compliance concerns

The region’s multilaterals are moving beyond debt financing. Here’s what co-investors must consider

Sotaro Mori On May 30 2014, an act for the partial amendment to the Financial Instruments and Exchange Act or FIEA (Amendment Act) was promulgated. The objective of the Amendment Act is to establish 'measures to enhance the overall attractiveness of Japan's financial and capital markets'. Such measures include, in particular, the promotion of equity crowdfunding in Japan by relaxing the regulation of equity crowdfunding intermediaries. The Amendment Act will become effective by May 30 2015, the exact date to be determined by cabinet order. Equity crowdfunding generally refers to schemes by which start-up companies and investors are connected through the internet so that funds may be collected from a large pool of investors, each generally contributing a small amount. The Amendment Act enables those crowdfunding intermediaries that conduct public offerings or private placements solely through the internet (or other designated electronic means) within the prescribed amounts (to be determined by cabinet order, although the Amendment Act is planned to be applicable for total offerings of less than ¥100 million for which the amount of investment per investor is ¥500,000 or less) to register. They may register as either a Type I crowdfunding operator, where equity interests are offered, or, where fund interests are offered, as a Type II crowdfunding operator. The Amendment Act exempts registered Type I and Type II crowdfunding operators from certain restrictions applicable to other financial business operators, including: (i) restrictions on conducting other business activities; (ii) regulations on posting signs at business offices; and (iii) capital adequacy requirements.

Putri Norlisa Mohd Najib Azleen Mohammed Saleh Effective as of January 2 2015, the base lending rate (BLR) framework was replaced by the base rate (BR) as the new reference rate for retail loan facilities. This forms part of the move to make bank borrowings more transparent for consumers. The effective lending rate (ELR) would be the BR plus a spread. Each financial service provider (FSP) will determine its BR based on its benchmark cost of funds and statutory reserve requirement. The credit risk, liquidity risk, operating cost and the profit margin will be reflected in the spread. Under the new framework, FSPs are required to maintain proper policies and clear governance arrangements for determining the BR, periodic review and changes of the BR. The process, methodology and data used for determining the BR should be documented and made available for review by the Central Bank (Bank Negara Malaysia or BNM) as and when required.

John Breslin Callaghan Kennedy The Irish parliament is considering draft legislation to regulate the activity of loan portfolio servicing – the Consumer Protection (Regulation of Credit Servicing Firms) Bill 2015. The Bill has the sensible policy aim of ensuring that relevant Irish borrowers (natural persons and small and medium-sized enterprises (SMEs) retain the protections they have under Irish law if their loans are sold by Irish-authorised credit providers to unregulated purchasers.

Beatriz Cabal In a move designed to further discourage the use of bearer shares in the Republic of Panama, the Panamanian Superintendency of Banks issued, on December 2 2014, the General Resolution of the Board of Directors SBP-GJD-0009-2014 in which they established measures for the identification of the real owners or final beneficiaries of Panamanian corporations. This latest resolution sets out a list of requirements that all Panamanian banks must comply with in a period of twelve months counted from the issuance of the resolution, for clients whose corporations allow the issuance of bearer shares.

Banji Adenusi Tolu Adetomiwa On January 22 2015, the Central Bank of Nigeria issued a directive to Nigerian banks, discount houses and other financial institutions to comply with the requirements of the US Foreign Account Tax Compliance Act (Fatca), a legislation introduced as part of the US Hiring Incentives to Restore Employment Act 2010 to check offshore tax evasion by US subjects (account holders). Fatca ensures that the assets and incomes of US account holders held with non-US financial institutions, known as foreign financial institutions (FFIs), are disclosed to the US Internal Revenue Service (IRS). This is in view of the fact that US tax subjects are taxed on their worldwide income. Failure to comply with the reporting obligation renders the US account holder or FFI to a 30% withholding on all US-sourced profits or payments. Already the withholding penalty has become applicable to fixed or determinable annual or periodical (FDAP) payments made on or after July 1 2014, while it took effect on FDAP gross proceeds and pass-through payments on January 1 2015.