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Yoshihisa Watanabe The amendment to the Real Estate Specified Joint Enterprise Act (Act) took effect on December 20 2013. According to a survey conducted by the government, while the value of securitised real estate acquired in 2012 by vehicles established for a securitisation purpose (Vehicles) was estimated at approximately JPY 3.3 trillion ($32.5 billion), the value of the assets acquired by Vehicles established under the Act was only JPY 0.16 trillion (4.8%). This compares to JPY 1.55 trillion for Japanese real-estate investment trusts (Jreits) plus other major tax-efficient structures known to overseas investors such as the GK-TK, GK-YK structure and the like (JPY 1 trillion) and TMK structure (approximately JPY 0.64 trillion). Based on these numbers, it is obvious that Vehicles under the Act have not been widely used so far. It had been considered that the major reason for this was the Act's permission system and the strict requirements for obtaining permission from the government (for example, a Vehicle had to have a licence under the Building Lots and Building Transaction Business Act and the capital amount of a Vehicle had to be JPY 100 million or more). Practically speaking, only major real-estate companies could be Vehicles under the Act. However, this meant that investors in Vehicles under the Act suffered from the business risks that arose from other businesses that were conducted by such companies. As a result, investors, especially overseas investors, tended to refrain from investing in Vehicles under the Act. However, nowadays Japan faces an increase in dilapidated buildings, particularly in rural areas, and enhanced earthquake safety is required in relation to old buildings. To introduce more funds from overseas and the domestic private sector for the rehabilitation and renovation of such buildings, it came to be believed that the easing of the requirements of the Act was needed. The major point of the current amendment to the Act is to replace the permission system with a notification system and, under a given set of conditions, allow special purpose vehicles (sole purpose companies) which are assured of bankruptcy remoteness, to be Vehicles under the Act. It is expected that investment from overseas and the domestic private sector in the rehabilitation and renovation of buildings will, as a result, be stimulated. Yoshihisa Watanabe

Last month’s Delaware court ruling could provide boards with a significant tool to defend against activist hedge funds

Rodrigo Taboada On September 20 2013, the Superintendence of Banks of Nicaragua approved the Regulation for the Transparency of Financial Operations. The Regulation aims to promote the disclosure of accurate financial terms to users of financial services, allowing them to make a knowledgeable choice between financial alternatives and financial institutions. This also includes insurance services and insurance companies.

Azleen Mohammed Saleh The central bank of Malaysia, Bank Negara Malaysia (BNM), issued an updated Capital Adequacy Framework for Islamic banks (capital components) on November 28 2012, which took effect on January 1 2013 (Framework). The Framework will be in line with the international standards on capital adequacy promulgated by the Basel Committee on Banking Supervision and the revised Basel Capital Accord. Although the Framework took effect on January 1 2013, there are certain requirements that are subject to transition arrangements, including the minimum capital adequacy requirements and the capital buffer requirements. These will only take full effect on January 1 2015 and in 2019 respectively.

A three-judge panel of the Mauritian Supreme Court handed down a judgment in Cruz City 1 Mauritius Holdings v Unitech and another 2014 SCJ 100. This is the first reported decision by a panel of so-called designated judges appointed to decide matters relating to international arbitration.

Borys D Sawicki The relative positions of bank and borrower are not equal. Typically, the bank enjoys a privileged position, being entitled to unilaterally affecting the legal relationship created by a loan agreement by terminating it in the event of a termination prerequisite. Under the applicable provisions of the Polish Banking Law, if the borrower fails to comply with the conditions of granting the loan or loses their creditworthiness, the bank may reduce the amount of the loan or terminate the loan agreement. However, it would seem reasonable to require banks not to stick to the literal wording of the above-mentioned provision of the Banking Law, but rather look at the purpose of the regulation, which serves as a tool for the safe management of credit risk, allowing for the maintenance of the bank's financial liquidity.

Anna Cristina Valdes In 2010, the Republic of Panama added to its Tax Code a new chapter regarding the adequacy of double tax conventions for the avoidance of double taxation. The arm's length principle was defined, as well as the term related parties, and the scope of application of transfer pricing in the Republic of Panama. Operations realised by Panamanian tax-payers with related parties will be valued according to the arm's length principle. In other words, ordinary as well as extraordinary income, costs and necessary deductions to realise operations should be determined based on the price and amount agreed by independent parties under similar circumstances.

Soonghee Lee In Korea, most securities, except for electronic short-term bonds, are issued in paper form and managed through a central deposit. As of January 2014, however, 31 OECD (Organisation for Economic Co-operation and Development) countries and China have adopted an electronic securities system, whereby securities are not issued in paper form and registration in an electronic registry is performed instead. Under this electronic securities system, the rights of securities holders are recognised, and the transfer, establishment of security over and exercise of rights are performed. The adoption of the electronic securities system allows cost savings compared with the issuance of securities in paper form, and it also removes risk factors resulting from the custody and management of securities in paper form. Further, through the foreclosure, in principle, of tax evasion, money laundering and other illicit transactions, the adoption of the electronic securities system is expected to result in the adoption of real-name securities transaction and holding systems; it is also expected to contribute considerably to investor protection and the formation of a fair trading order through prompt provision of information on the issuance and circulation of securities. As such, the National Assembly of Korea is discussing legislation for the adoption of an electronic securities system in order to improve capital market efficiency by facilitating the issuance and circulation of, and exercise of rights with respect to, electronic securities.

The region’s regulators are proving indecisive on FDI reforms, but forging ahead with new technologies like cloud computing

Regulatory and market developments will rein in the convergence of cov-lite, term loan B and high-yield terms across Europe and the US