April 28, 2022
In February 2022, we issued a legal briefing that discussed a proposed restriction on the use of digital assets as a means of payment for goods and services (to read that briefing, please follow this LINK). The Thai Securities and Exchange Commission (the “SEC”) approved the new measures in early January. On 18 March 2022 the SEC issued a Notification of the Capital Market Supervisory Board on the “rules, conditions and procedures on provision of services of digital asset operators that must not have characteristics of supporting the use of digital assets as means of payment” (the “New SEC Regulation”). The New SEC Regulation came into effect on 1 April 2022. Overview of the New SEC Regulation From the New SEC Regulation’s effective date, regulated digital asset business operators (including Digital Asset Exchanges, Digital Asset Brokers, Digital Asset Dealers, Digital Asset Fund Managers and Digital Asset Advisory Services) will be prohibited from undertaking the activities of operating and facilitating the use of digital assets (including cryptocurrency and digital tokens) as ‘means of payment’ for goods and services (details outlined below). Digital asset operators that currently engage in activities in violation of the New SEC Regulation must cease such activities before 30 April 2022. The enactment of the New SEC Regulation requires a dramatic change in the relationship between digital asset business operators and their clients, and operators.  Investors exploring operations in Thailand should be aware of how the New SEC Regulations may impact their business. Key provision of the New SEC Regulation Activities of operating and facilitating the use of digital assets as ‘means of payment’ for goods and...
April 28, 2022
Based on the latest Foreign Direct Investment (FDI) regulatory restrictiveness index of the Organization for Economic Cooperation and Development (OECD), the Philippines obtained a score of 0.374 on a scale of 0 (open) to 1 (closed). In terms of ranking, the Philippines has the third most restrictive FDI rules out of 83 countries included in the OECD’s study. This perhaps comes as no surprise given that the Philippines has a largely protectionist policy on national economy. In fact, this economic nationalism is built into the Philippine Constitution, which enshrines the Filipino First Policy and nationalizes key sectors in our society. However, it appears that the attitude has shifted in favor of FDIs. On 10 December 2021, President Rodrigo Duterte signed into law Republic Act No. 11595, otherwise known as ‘[a]n Act amending Republic Act No. 8762 or the “Retail Trade Liberalization Act of 2000”, by lowering the required paid-up capital for foreign retail enterprises, and for other purposes’ (RA 11595). Under the Retail Trade Liberalization Act of 2000 (RTLA), retail trade refers to any act, occupation or calling of habitually selling direct to the general public merchandise, commodities or goods for consumption which does not cover the following: Sales by a manufacturer, processor, laborer, or worker to the general public the products manufactured, processed, or products by him if his capital does not exceed PhP100,000 (approximately USD1,900) Sales by a farmer or agriculturist selling the products of his farm Sales in restaurant operations by a hotel owner or innkeeper irrespective of the amount of capital, provided that the restaurant is incidental to the hotel business Sales which are limited...
April 21, 2022
Taiwan Semiconductor Manufacturing Company continues to lead against its competitors in the IP field. Currently, the company is using its advanced 5-nanometer process in the commercial production of the A-series processors for Apple’s iPhone line. TSMC is also involved in the production of Apple’s M1 Ultra chip which will be used in Mac computers amongst other applications.
April 21, 2022
From 1 January 2022, amendments to the Hong Kong Stock Exchange Main Board Listing Rules came into effect. These amendments will impact Bermuda, British Virgin Islands and Cayman Islands companies contemplating a listing in Hong Kong as well as existing listed companies. An overseas listed company whose shares are listed, or contemplated to be listed, on the Stock Exchange of Hong Kong must demonstrate how the domestic laws, rules and regulations to which it is subject and its constitutional documents together can provide the core shareholder protection standards as set out in Appendix 3 to the Hong Kong Listing Rules (Shareholder Protection Standards). For this purpose, amendments to the constitutional documents of an existing overseas listed company may be required to demonstrate its compliance with the newly amended Appendix 3. An existing overseas listed company will have until their second annual general meeting following 1 January 2022 to make necessary changes to their constitutional documents to conform to the Shareholder Protection Standards. Under the revised listing regime, shareholders of all listed companies must be afforded with a minimum level of Shareholder Protection Standards. The following highlight the key features of these standards which are relevant to Bermuda, British Virgin Islands and Cayman Islands listed companies: (i) General meetings: A listed company must hold an annual general meeting for each financial year, not calendar year, with reasonable written notice (usually at least 21 days for an AGM and at least 14 days for an EGM) to be given to shareholders for each such general meeting. Shareholders have the right to speak and vote at general meetings unless shareholders are required...
April 21, 2022
The United Arab Emirates is a beneficial business environment and, in order to improve the same, a new law will be released concerning commercial agency contracts that will replace Federal Law No.11 of 2020 concerning UAE commercial agency law. As the UAE is a country that attracts investment, the new law will grant local markets entry to the worldwide market. Moreover, attracting foreign investments directly is one of the significant purposes of the new proposed law. The new law will grant commercial agents numerous statuary rights. These rights are intended to protect an agent who has spent a considerable amount of effort and cost in building a profitable market profile for products or services. One of the main changes is concerning the conditions to end a fixed-term contract. The new conditions under which a commercial agency contract may be expired are as follows: 1. Expiry of the commercial agency contract: Expiry of the contract term unless that period is renewed by agreement of the contracting parties. By the will of either party based on the terms and conditions of the commercial agency contract. By agreement of the contracting parties before the end of the contract term. Issuance of a court ruling to terminate the commercial agency based on the provisions of this law or the commercial agency contract. Any other case mentioned in this law. 2. In an instance in which a commercial agency arrangement is being transferred to a new agent, unless the two parties to the original commercial agency contract agree otherwise or upon the termination of the commercial agency and when any of the cases set...
March 9, 2022
  Environmental, social, and governance (ESG) factors are fast making their way into mainstream business and investment consciousness. Far from being the cherry-on-top of an otherwise good company, these criteria are increasingly becoming part and parcel of business practice. Pressure to adopt ESG standards has come from consumers and a growing responsible investment community, as well as the expansion of governmental and regulatory requirements. These standards create the framework for all stakeholders, including lawyers, to assess the sustainability and ethical practices of a company when reporting on such company or in making investment decisions. Indicative of this trend toward increased ESG focus, in late November 2021, the Hang Seng Indexes Company launched a new index in which socially responsible considerations sit up front and center – the HSI ESG Screened Index (HSI ESG). This index applies ESG principles to the standard Hang Seng Index (HSI), with constituents screened for compliance against the United Nations Global Compact (UNGC) Principles as well as for involvement in controversial product. Focus on ESG criteria has thus come a long way from being about feel-good investment choices; these factors are now regulated and widely tracked. More than this, however, focus on companies adhering to ESG principles may well make financial sense. In comparing the performance of the HSI ESG to the HSI from the base date of the former, 7 December 2018, to present we see that the HSI ESG actually outperforms the market standard – and by a relatively long way. As Mark D. Schroeder, Strategic Advisor to the Governance Solutions Group , put it, ESG frameworks help us assess the impact of...