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The Asian Development Bank’s general counsel explains how the bank’s technical assistance programmes are assisting the region’s emerging markets

Nicolas Piérard and Samantha Meregalli Do Duc of Borel & Barbey provide a third view in this month’s Head-to-Head, by considering the interactions between a global financial regulator and the Swiss regulator Finma

The natural next step for credit enhancement in the offshore debt market

The OECD’s 15-step plan to address harmful tax practices has significant implications for corporate structuring

Hedge fund managers must be cautious of litigation risks lurking under the AIFMD

When resolving M&A-related disputes, which jurisdiction makes the most sense?

As record volumes in European debt capital markets continue into 2014, so too has the availability of funding options increased

All the highlights from this week's conference

Dinesh Eedi Karan Talwar There has been lot of uncertainty on the enforceability of exit options in shareholders' agreements (SHAs) of public limited companies (PLCs), especially those listed in India. Conflicting decisions of various High Courts regarding restrictions on the free transferability of securities, orders of the Securities and Exchange Board of India (Sebi) on the legality of put and call options and the intransigence of the government on the same issue created havoc and confusion among the investor community. In an attempt to enhance its business image and clear all ambiguities, sections 5 and 58 of the Companies Act 2013 provide clarity on the validity and enforceability of such provisions in the SHA and Articles of Association (AoAs) of PLCs. The provisions, however, have not yet come into force. Section 5 envisages provisions in the AoA which can only be altered with conditions or procedures that are even stricter than those required for special resolution. Section 58(2) provides that, as a general rule, securities of PLCs shall be freely transferable, but any contract or arrangement for the transfer of securities between two parties shall be enforceable as a contract, implying that contracted restrictions on the transfer of securities (such as right of first refusal, and drag- and tag-along rights) are valid even if they are not specifically spelt out in the AoA.

Urs Kägi Several new Swiss laws and amendments have entered into force as of January 1 2014. For firms doing business in Switzerland, changes in executive compensation regulation, in reorganisation proceedings and in respect to redundancy plans are among the most important ones. In Switzerland, the preceding year was characterised by animated discussion on executive compensation which resulted in two milestone decisions on national constitutional referendums. In March 2013, Swiss voters approved the initiative of lawmaker Thomas Minder by a strong majority of 68%. This initiative, which was supported by both left-wing and certain conservative right-wing parties, requires the strengthening of shareholders' powers in public companies, mandating among other things a binding say-on-pay-vote. In November 2013, a large majority of more than 65% of Swiss voters rejected the young socialists' 1:12 initiative, which aimed at introducing a salary cap of 12 times the lowest salary within the same firm. The two unambiguous results sent a strong message for the years to come: executive compensation needs to be regulated by a tight corporate governance regime but not by governmental intervention such as salary caps. Viewed from this perspective, these decisions are well in line with Switzerland's traditional business-friendly attitude and faith in "democratic" self-regulation (including by shareholders' vote), although the Minder initiative unfortunately also provides for prohibitions of certain forms of compensation (backed up by criminal sanctions), which is unnecessarily rigid.