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  • The country's restrictions on promoting offshore products are vague at best. Here’s how foreign marketers can solicit investors, without falling foul of the rules
  • The country's financial sector must address its large volume of non-performing loans. Gianni Origoni Grippo's Giuseppe Schiavello analyses a recent reform that could make it easier for banks to offload these portfolios
  • 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
  • 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.
  • Isil Ökten Aslihan Özbey The Capital Markets Board of Turkey (CMB) published the Communiqué Serial: III 59.1 on Covered Bonds (new Communiqué) in the Official Gazette on January 21 2014. The New Communiqué is part of regulatory improvements to Turkey's bonds and securitisation market. It introduces a consolidated legal framework regulating asset-covered bonds and mortgage-covered bonds. In order to clarify certain issues under the new Communiqué and to make the issuance of covered bonds more effective in Turkey, the CMB recently published an amendment to the new Communiqué (amended Communiqué). According to the new Communiqué, if any cash collection is made from the assets in the pool, the issuer must either: (i) record the proceeds to the cover registry; (ii) remove the cash from the cover registry for the payments of the covered bonds; or (iii) replace the cash with the new security assets. One of the major amendments to the new Communiqué introduced by the amended Communiqué is that now the issuer is free to use the cash proceeds provided that it complies with the statutory tests and all other liabilities.
  • The lighter side of the past month in the world of financial law
  • Elias Neocleous Following the entry into force of the Alternative Investment Funds Law of 2014 (AIF Law) on July 27, the Cyprus Securities and Exchange Commission (CySEC) has issued guidance on transitional arrangements. The AIF Law regulates the establishment and operation of alternative investment funds (AIFs) in Cyprus and replaces the International Collective Investment Schemes Laws of 1999 and 2000 (ICIS Laws). It designates CySEC as the supervisory authority for AIFs. Following article 4(1)(a) of the Alternative Investment Fund Managers Directive, the AIF Law defines an AIF as 'a collective investment undertaking, including investment compartments thereof, which raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors and is not authorised as an Undertaking for Collective Investments in Transferable Securities (Ucits) in accordance with section 9 of the Open-Ended Undertakings for Collective Investments Law of 2012'.
  • On August 1 2014, the President of the Republic of Congo authorised the ratification of the Double Taxation Avoidance Agreement (the DTAA) with Mauritius. The DTAA was signed on December 20 2010 and will come into force in Mauritius on the date as specified by the Minister in a notice published in the Government Gazette.
  • Azleen Mohammed Saleh The guidelines on sukuk and private debt securities in Malaysia were recently revised and took effect on August 28 2014. One of the revisions made was on the tradability and transferability of unrated sukuk and private debt securities. Effective from January 1 2015, unrated sukuk and unrated private debt securities may be traded and transferred provided that: (i) they have been in the market for at least two years; (ii) they are offered only to sophisticated investors; and (iii) the requirements for revision of principal terms and conditions as specified under the guidelines on sukuk or private debt securities have been complied with. Alternatively, for rated sukuk and rated private debt securities, the issuer may discontinue the credit rating of the sukuk or the private debt securities and maintain their tradability and transferability provided that: (i) they have been in the market for at least two years; (ii) they are offered only to sophisticated investors; (iii) the requirements for revision of principal terms and conditions as specified under the guidelines on sukuk or private debt securities have been complied with; and (iv) at least one annual rating review has been completed after January 1 2015.
  • 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