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Antonio Felix de Araujo Cintra 2014 has started, and with it a new wave of projections, predictions and, why not use the proper name, guesses for the global economy and markets. In this article I will join the wagon and offer some ideas as to what will happen in Brazil this year. This year promises to be one to ring the changes, in which a late carnival, the FIFA World Cup in June and July, and presidential elections in October (and, depending on the outcome of the first round, again in November) may cause the economy to move at a slow pace.

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.

Soonghee Lee The Supreme Court of Korea rendered an en banc decision on four knock-in/knock-out currency option cases (the KIKO cases) last September. In the KIKO cases, the Korean exporters argued that the KIKO currency option contracts (the KIKO contracts) were void, and should either be rescinded or terminated. They argued that the banks had waived the exercise of their call options, and sought the return of monies paid to the banks as unjust gains; they also argued that the banks had committed tort by violating their obligation to explain and violating the suitability principle during the process of entering into the KIKO contracts, and claimed compensation for damages. A summary of the major legal principles determined by the Supreme Court last September is as follows.

Emil Ruppert Mineral streaming is a transaction whereby an end user or trading company (and these days also investors and hedge funds) makes an upfront capital payment in exchange for the right to purchase a percentage of a mining project's future production. Also known as volumetric production payments or metal purchase agreements, this mechanism provides mining companies with the necessary financing to bring projects to production.

The Financial Services Act 2013 (FSA – a consolidation of the Banking and Financial Institutions Act 1989, Payment Systems Act 2003, Insurance Act 1996 and Exchange Control Act 1953) came into force on June 30 2013. The FSA gives Bank Negara Malaysia (the Malaysian Central Bank – BNM) increased supervisory powers and flexibility to deal with risks – much needed in today's challenging global financial system.

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.

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

At long last, the Markets in Financial Instruments Directive reform package (Mifid II) has been announced. But the final accord, aimed at overhauling Europe's securities markets, has proved more than a little underwhelming.

Anna Pinedo Market participants are still poring through the final regulations under section 619 of the Dodd-Frank Act, known as the Volcker Rule. The Volcker Rule prohibits a banking entity from engaging in proprietary trading, and from acquiring or retaining an ownership interest in, or sponsoring, a hedge fund or private equity fund. Given the breadth of the activities covered by the Volcker Rule, most financial institutions will be affected. Proprietary trading is defined as engaging as principal for the trading account of the banking entity in the purchase or sale of a financial instrument. Trades are presumed to be for the trading account of a banking entity if the position is held for fewer than sixty days, unless the banking entity can demonstrate otherwise. Certain trading activity is expressly permitted, such as in connection with underwriting activities, market making-related activities, and risk-mitigating hedging activities. However, the conditions for reliance on these exclusions are complex. In order to engage in a permitted activity, a banking entity must maintain an internal compliance programme; the compensation arrangements of personnel involved in the activity must not be designed to reward or to create incentives to engage in prohibited proprietary trading; and the banking entity must be licensed or registered to engage in the permitted activity. Trading in connection with underwriting activities is permitted only if the trading desk's underwriting position is related to a distribution of securities for which the banking entity is acting as underwriter. The prohibition on proprietary trading does not apply to purchases or sales of financial instruments by a banking entity made in connection with that entity's market making-related activities. Subject to numerous conditions, hedging activities that are 'in connection with and related to individual or aggregated positions, contracts or other holdings' and 'designed to reduce the specific risks to the banking entity' that are 'related to such positions, contracts or other holdings' are permitted. In order to distinguish between these permitted activities and impermissible proprietary trading, the rule requires banking entities to establish comprehensive compliance policies, procedures, and rigorous calculations and documentation. Certain activities that occur solely outside of the US are excluded from the scope of the rule. Although it is still too early to assess the full impact of the rule on capital markets activities in the US, it is fair to assume that certain foreign banking entities with limited operations in the country may determine to restructure their US business and pare back the scope of their activities. For US banking entities, it is reasonable to anticipate that more business may be conducted on an agency or riskless principal basis, and that market making in certain more illiquid securities may be negatively affected. Given that non-bank broker-dealers are not subject to the rule, certain activities may shift to these entities. Over time, the effects are likely to be more far-reaching than these observations suggest.