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Ekflodia Leskaj The Government of Albania has issued the final version of the draft law on value-added tax (VAT). According to the Minister of Finance, once approved by the Parliament, the new VAT law is expected to enter into force on January 1 2015 and replace the existing law on VAT, as well as all respective regulations. The draft law has been prepared with the support of the EU, setting as its principal aim the harmonisation of legislation on VAT with the acquis communautaire, in compliance with the Stabilisation and Association Agreement. One of the main intentions of the draft law is to remove double VAT taxation for transactions between Albanian and foreign businesses located in any EU member state (according to the destination principle).

Riaz Janjuah, White & Case Johan Ysewyn, Covington & Burling The big news in Brussels was the departure of Clifford Chance EU competition partner Johan Ysewyn to COVINGTON & BURLING. Having only joined Clifford in 2011 from Linklaters, the news is timely for Covington following the loss last year of its head of competition. Ysewyn will be joined by former Covington lawyer Peter Camesasca is returning to the firm after running his own competition outfit. Elsewhere in the city, public law specialist Barteld Schutyser has rejoined EUBELIUS from DLA Piper, having previously been an associate partner with the firm from 2002-07. In particular his work focuses on public procurement law and public-private partnerships (PPP) and regulatory litigation.

Niloy Pyne Barnik Ghosh Private Equity (PE) firms entering the Indian market have adopted two types of indigenous models for investment, since the model of leveraged buy-out followed in many western markets is not permitted in India. These models are: (i) the growth model, where PE funds acquire a minority stake in a company with some affirmative rights and a board seat primarily for oversight, but no involvement in the day-to-day management; and (ii) the buy-out model, where PE firm buys an ownership stake either on its own or with other PE firms in the expectation of exit through public listing. PE firms need an approval from the Foreign Investment Promotion Board (FIPB) for foreign investments into funds which have been registered as trusts under the Alternative Investment Funds (AIF) Regulations 2012. Indian asset managers sponsoring PE funds set up offshore vehicles, which need to first be registered with the Securities and Exchange Board of India (SEBI), which takes about a month or so. The application is then sent to the Reserve Bank of India, which generally takes an additional six months for clearing the application. Simultaneously, an application needs to be filed with the FIPB for foreign direct investment clearance in case of foreign investments.

The frontier’s inaugural international bond sale required deal counsel to educate regulators and navigate local law restrictions

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.