Allens Arthur Robinson

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The PRC State Administration of Taxation has recently issued a circular stating that PRC non-residents may be liable to pay PRC tax when transferring offshore companies that directly or indirectly hold shares in PRC companies. Partner Campbell Davidson, Senior Associate Ross Keene and Consultant Wen Zhang report

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The PRC State Administration of Taxation recently released a circular clarifying when an offshore company will be considered the 'beneficial owner' of a PRC company for the purpose of obtaining relief under a double taxation agreement. Partner Campbell Davidson, Senior Associates Maggie Ma and Ross Keene, and Consultant Wen Zhang report

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The General Office of the PRC State Council, the China Banking Regulatory Commission and the PRC Ministry of Land and Resources have recently introduced new policies aimed at controlling the price of residential properties in China.Partner Campbell Davidson, Senior Associates Maggie Ma and Ross Keene and Consultant Wen Zhang look at these changes.

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The long-established common law 'indoor management rule' protects outsiders in their dealings with companies and allows them to assume that a company's internal management requirements have been complied with. A recent Hong Kong Court of Final Appeal decision has examined the circumstances in which a lender would be put on notice of possible internal procedural irregularities in the borrower's approval process, thereby limiting the lender's ability to rely on the indoor management rule. Partner Matthew Barnard and Senior Associate Justin Chin report

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China's State Council has released the Administrative Measures Governing the Establishment of Partnership Enterprises by Foreign Enterprises or Individuals in China, permitting foreign participation in Chinese partnerships. Partner Campbell Davidson, Senior Associate Wayne Wang and Consultant Crystal Zhang report

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On 11 December, ASIC issued an updated version of its Regulatory Guide 60 on schemes of arrangement, and a consultation paper asking whether it is appropriate for ASIC to maintain its unofficial policy of withholding its s411(17)(b) certificate of 'no objection' at the second court hearing in relation to a takeover type scheme where an objector wishes to argue 'avoidance' of the takeover provisions in Chapter 6 at the hearing. Partner Guy Alexander and Senior Associate Emin Altiparmak explain why that policy is inappropriate (a point we have been making since it was introduced in the early 2000s). They also briefly look at the guidance in updated RG 60 on reverse takeover schemes

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The State Administration of Foreign Exchange of the People's Republic of China recently streamlined the administration of foreign exchange for overseas investment by PRC-incorporated entities. Partner Stuart Mengler and Senior Associate Frank Fan look at the key changes, their impact on offshore investment by PRC entities and the potential impact on foreign invested enterprises operating in the PRC

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In recent months, several hostile attempts to remove responsible entities have come before the courts. As a result, there has been sharper focus on the statutory regime for changing responsible entities, with many of the relevant provisions of the Corporations Act 2001 (Cth) having now been tested. Partner Susan Burns and Senior Associate Penny Nikoloudis examine the effect of recent case law on the procedures for removing REs

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The State Administration of Foreign Exchange of the People's Republic of China recently published the Provisions for Foreign Exchange Administration on Domestic Securities Investment by Qualified Foreign Institutional Investors, which replace the previous Interim Provisions. Partner Campbell Davidson and Senior Associate Troy Zhang look at the key changes

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The National Development and Reform Commission has released a guideline for setting the retail prices of 'basic drugs'. Partner Campbell Davidson, Senior Associate Frank Voon and Lawyer Michelle Ding look at the key features of the Guideline and its potential impact on the pharmaceutical industry in the People's Republic of China

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A recent Office of the Council of State opinion dealing with foreign ownership requirements for insurance companies in Thailand will have an impact on most insurance companies in Thailand with foreign shareholders. Partners Marcus Clark, Marae Ciantar and Senior Associate Chatchavej Chitvarakorn report on requirements imposed on the shareholders of life and non-life insurance companies

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The Parliament of the Republic of Indonesia recently passed a new electricity law that will replace the existing Law No.15 of 1985. Partners Widyawan and David Holme and Senior Associate Made Satwika review the new law's key elements

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The Vietnamese Government has issued the long-awaited Decree 53/2009/ND-CP on Issuance of International Bonds , which will, for the first time, allow Vietnamese companies to issue foreign currency denominated bonds in the international market. Partner Thomas Miller and Lawyer Minh Duong report

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The Shanghai People's High Court has recently issued an Opinion on the implementation of the PRC Labour Contract Law, setting out how a number of the Law's provisions will be applied in Shanghai. Partner Campbell Davidson and Senior Associates Ross Keene and Katherine Yu report

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The PRC's State Administration of Industry and Commerce recently released two procedural rules on implementing the Anti-Monopoly Law, which took effect from 1 July 2009. Partner Campbell Davidson, Senior Associate Wayne Wang and Lawyer Crystal Zhang report on their key provisions

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In the wake of the financial crisis, the European Union is moving towards tighter regulation of alternative investment funds, in particular hedge funds and private equity funds, through a proposed Directive on Alterative Investment Fund Managers. The proposed directive would have considerable extra-territorial reach and may result in additional regulatory burdens for managers of alternative investment funds based outside Europe. Partner Tim Manefield, Senior Associates Marc Kemp and Charlie Harrison, and Lawyer John Henderson report

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Special Counsel Gordon Smith, Partner Stephen McComish, Lawyer Sam Luttrell and Law Graduate Caroline Spencer report on the significance of 'nationality planning' in connection with bilateral investment treaties in order to maximise foreign investors' rights in Asia

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The Hong Kong Companies Ordinance imposes a number of liabilities and prohibitions on shadow directors. Banks need to be aware of what conduct, in a workout situation, could give rise to the accusation of being a shadow director of a distressed corporate borrower. Partner Matthew Barnard and Foreign Lawyer Caroline Chan report on some cases that clarify the issue

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There have been a number of regulatory and policy changes recently introduced in the PRC real estate sector. Partners Nigel Papi and Tim Manefield and Senior Associates Maggie Ma and Campbell Izzard look at four of these changes and summarise how they may affect you

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The Hong Kong Court of Appeal has recently handed down its reasons for overturning the judgment of the Court of First Instance and therefore blocking PCCW Ltd's HK$16 billion privatisation bid. Partner Campbell Davidson and Senior Associates Donald Fung and Angela Hui report.

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A recent decision of the NSW Supreme Court provides important guidance on amending constitutions of registered managed investment schemes. Partner Matthew McLennan and Senior Associate Georgina Perry report

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The Cayman Islands Exempted Limited Partnership Law is being amended. Partner Tim Manefield and Senior Associate Charlie Harrison report on the implications

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Media releases indicate that China's first listed Real Estate Investment Trust may be sponsored by Shanghai Lujiazui Finance & Trade Zone Development Co. Ltd, a major real estate developer in Shanghai. Partners Nigel Papi and Tim Manefield and Senior Associate Troy Zhang report

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We look at the legal regime for mergers, recent regulatory developments in the banking industry, key issues under the current mining regime and the National Social Security Fund scheme

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A recent court decision in Hong Kong has allowed a purchaser to avoid a purchase agreement relying on a relatively minor title defect. Partner Tim Manefield reports on the decision

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Consumer finance companies and banks in Vietnam have recently had some reason to rejoice, thanks to a joint effort by the State Bank of Vietnam and the Vietnamese Government to stimulate consumption, lending and investment activity. Partner Thomas Miller and Senior Associate David Hinchey report

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For the first time, the PRC Ministry of Commerce has rejected a proposed acquisition under the PRC's competition regulations. The proposed takeover by Coca-Cola of Hong Kong-listed China Huiyuan Juice Group Limited was rejected on the grounds that it would contravene the PRC Anti-Monopoly Law by adversely affecting competition in the PRC fruit juice beverage market. Partners Campbell Davidson and Carolyn Oddie outline the key features and ramifications of this announcement

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The Ministry of Commerce of the People's Republic of China has released the Administration Measures on Outbound Investment. Partner Seamus Cornelius and Senior Associates Frank Fan and Wayne Wang report

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The Hong Kong Securities and Futures Commission has proposed to amend the definition of 'dealing in futures contracts' in the Securities and Futures Ordinance in order to assist overseas market players to participate in regulated Hong Kong futures markets. Partner Matthew Barnard and Lawyer Angeline Wong report

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Consistent with the Singapore Government's commitment to the evolution of a corporate regulatory framework responsive to market innovation and developments in other jurisdictions, the Ministry of Finance has convened a steering committee to review the Companies Act. Senior Associates, Ian Stewart and Krista Bowie, provide a brief overview of some of the key areas targeted for review and, possibly, amendment in the coming months

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In order to help sustain China's economic growth through the global financial crisis, the China Banking Regulatory Commission has for the first time permitted commercial banks to extend loans financing mergers and acquisitions. Partner Seamus Cornelius, Senior Associate Troy Zhang and Consultant Wen Zhang report

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Singapore's new money lending legislation will give greater certainty to corporates, offshore non-licensed lenders and funds. In the latest in our series of articles in the Focus: Asia Finance series, Partners Robert Clarke and Robert Fish and Lawyer Jonathan Teo report on the significance of the Moneylenders Act 2008, which this week came into effect

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The Standing Committee of the 11th National People's Congress of the People's Republic of China has passed an amended version of the PRC Insurance Law, to take effect from October this year. Partner Nigel Papi and Senior Associates Ross Keene and Troy Zhang look at the key changes

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A comprehensive review and rewrite of the Companies Ordinance was launched in mid-2006. Three stages of public consultations were sought and consultation conclusions have now been released. Among them, are proposed changes to the laws in relation to the registration of charges. Partner Matthew Barnard and Lawyer Lucia Chan look at the present regime and the proposed changes

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On 27 February 2009, the trade ministers of all ten ASEAN members, Australia and New Zealand signed the Agreement Establishing the ASEAN-Australia-New Zealand Free Trade Area (to be referred to by the somewhat unwieldy acronym AANZFTA). One of our South East Asia-based partners, Marcus Clark, was at the signing as a delegate of the Australia-ASEAN Business Council and reports on the implications of this important trade initiative

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The Treasurer recently announced that the Commonwealth Government intends to amend legislation to clarify the operation of the foreign investment screening regime. Partner Alex Ding and Lawyer Laijing Lee report

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New US legislation, if enacted, could place Asian fund managers under greater disclosure regulation and make the US investor market a less attractive arena for their products. Some of these issues may also have relevance for Australian fund managers. Partner Robert Clarke and Tim Manefield look at the impact of the new legislation

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In the past fortnight, the Singapore Parliament has passed two Bills that introduce a suite of amendments to the principal legislation governing the securities industry in Singapore. This heralds the imminent introduction of a requirement to obtain the approval of the Monetary Authority of Singapore before entering into any arrangement to obtain effective control of an entity licensed under this legislation. Allens looks at this impending change

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In response to the current turmoil in global equity markets, the Singapore Exchange Limited, in consultation with the Monetary Authority of Singapore has introduced initiatives to facilitate rights issues by listed issuers. Partners Robert Clarke and Tim Manefield look at these initiatives, with a particular focus on the listed property sector

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This is the first of a regular series of Focus articles dealing with banking and finance issues in Asia. This edition looks at a recent milestone in the development of the legal framework for secured lending in Cambodia, the introduction of the Law on Secured Transactions. While a number of major challenges to commercial financing transactions in Cambodia remain, the establishment of a clear legal framework for secured lending is a key step in developing the financial sector

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In the current climate of financial instability, it is timely to consider issues arising from the insolvency of real estate fund managers (or 'sponsors') and how such an insolvency can affect a fund and its investors. Partners Tim Manefield and Robert Clarke and Senior Associate Charlie Harrison look at this issue in an Asian context

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After close to two years of deliberation, the Ministry of Finance has issued a new decision to regulate the activities of foreign investors in Vietnam.

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After three years of debate, the Bill on Mineral and Coal Mining was finally passed by the Indonesian House of Representatives on Tuesday, 16 December 2008. This new law will come into force once approved by the President and promulgated by the Ministry of Laws and Human Rights. Allens partner, David Holme and Widyawan & Partners Senior Partner, Widyawan, and Senior Associate, Ponco Prawoko, look at the key provisions of the new law

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The long-anticipated bill for the recognition of limited partnerships in Singapore was recently passed. Partner Gavin MacLaren, Senior Associate Michael Chang and Lawyer Jonathan Teo report

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While the Renminbi is now readily convertible outside China, the PRC Government maintains stringent capital controls into and out of China in an effort to control and direct in-bound investment and monitor domestic investment abroad. China's State Council has taken steps to remove some of the restrictions on foreign exchange regulation of investments by domestic institutions abroad while at the same time tightening its regulation of capital flowing into China

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Thailand's Ministry of Commerce recently issued an advice concerning the ability of a majority foreign-owned Thai company to grant a guarantee. The advice has important implications for all majority foreign-owned Thai companies and their ability to grant guarantees and, by extension, mortgages and other security for third-party debts. International Partner Marcus Clark and Senior Associate Rawat Chomsri report on the implications of the advice

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China's State Council Information Office recently released its White Paper on climate change. Partner Campbell Davidson and Lawyer Mark Harding report on this major policy statement from the Chinese Government

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The PRC State Council has recently issued implementing rules for the PRC Labour Contract Law. These rules interpret and clarify a number of provisions of the Labour Contract Law and set out how the law will be implemented in practice. Partner Campbell Davidson and Senior Associates Ross Keene and Katherine Yu outline the key issues raised by the rules

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The recent collapse of Lehman Brothers has rendered its 'minibonds' almost worthless with angry investors alleging that they were marketed to them as a low-risk product. It later transpired that the 'minibonds' were not bonds but derivatives designed for professional investors, not for retail investors. As a result, many investors are asking whether the banks fully disclosed the risks pertaining to that investment or were the banks in breach of any law or regulatory codes of conduct?