Banking and Finance Law Articles

Articles written by lawyers worldwide
explaining the different aspects of Banking and Finance.

Asset Protection Strategies: Proactive, Prioritize, Get Informed

Asset Protection as a concept is fairly simple; you’ve worked hard and earned what you have, and you want to do everything that the law allows...
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Going Public l OTCMarkets OTCQB

Many private companies seeking to go public are opting to list on the OTCMarkets OTCQB. The OTCMarkets Group operates an electronic inter-dealer...

DTC Chills: A Big Conspiracy or Just Fraud?

The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an...

Form 10 Registration Statements

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934...

Form 10 Shells l Reverse Mergers

Issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank check companies that file Form 10...

The SEC Registration Process

The offer and sale of securities is regulated by the Securities Act of 1933, as amended (“1933 Act”). Section 5 of the 1933 Act requires any...

Going Public Options for Foreign Companies

Going Public Options for Foreign Companies

FIAU Annual Report 2012 - Malta

On the 15th July 2013, the Malta Financial Services Authority (MFSA) issued a Notice for the purpose of formally notifying all Financial...

Advantages of Using Cayman Islands Exempted Companies for Investment Purposes and Finance Transactions

The Cayman Islands exempted company is the corporate vehicle of choice among international investment fund managers and investors. The...

Initial Public Offerings 101

An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction. An IPO...

OTCMarkets Disclosure Tiers

Companies who go public can list on national securities exchanges such as NASDAQ, the American Stock Exchange or the New York Stock Exchange....

The OTC Pink Tier

OTCMarkets Group operates the world’s largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The...

EC Proposal for New Investment Fund Framework - ELTIF

On the 28th June 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the Financial Services Industry on the proposal by the...

MFSA Circular - Binary Options

On the 17th July 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the financial services industry confirming its...

AIFMD Q&A - Malta

We are a custodian bank based outside the EU currently considering establishing a presence in Malta with a view towards servicing Malta-licensed...

Alternative Investment Fund Managers Directive – Implications for Non-EU Managers of Non-EU Funds

As 22 July 2013 looms ever closer, as part of our continuing legal update series on this topic, this Guidance Note seeks to consider the impact...

Proposals for a Fourth Anti-Money Laundering Directive - EU

The European Central Bank ("ECB") and the Economic and Monetary Affairs Committee ("ECON") have issued opinions following the adoption by the...

Rule 506 of Regulation D Requirements

To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as...

Rule 144 Checklist

The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless...

Spin-Offs 101

A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the...

Malta Is AIFMD Ready

With approximately a month to go from the transposition deadline, Malta has announced that it is first member state to have fully transposed the...

Getting Current l SEC Filings

Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as...

Note for Consultation - Implementation of AIFMD - Malta

On the 18th June 2013, the Malta Financial Services Authority (MFSA) issued a Note for Consultation on the proposed implementation of the...

Confidential Submission of Draft SEC Registration Statements

The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and...

Going Public Question & Answer l Ask Securities Lawyer 101

Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many...

Rules of the Road l Uplisting to the OTCMarkets OTC Pink Sheets

The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed...

Form 211 l Going Public l OTC Pink Sheets

Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent...

Rule 144’s Adequate Current Public Information Requirement

Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule...

Market Makers 101

The last step in going public transactions is for the soon-to-be-public company to obtain a stock trading or ticker symbol. In order to obtain a...

Malta – Redefining Collective Investment Schemes

The Investment Services Act (CHAP. 370 of the laws of Malta) currently defines collective investment schemes as arrangements which, inter alia,...

Private Placements 101

The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities...

Dead Stock Walking – Chinese Reverse Mergers

Recent actions by the Securities and Exchange Commission (the “SEC”) and the media have alerted the public to fraud involving reverse mergers...

Supreme Court Says the Statute of Limitations for SEC Enforcement Actions Is 5 Years

On February 27, 2013, in the case of Gabelli v. Securities and Exchange Commission, the U.S. Supreme Court unanimously concluded that the...

SCOR Offerings l State Blue Sky Laws

State Blue Sky laws play a significant role in the enforcement of the securities laws. Each State has its own securities laws and regulations.

Bogus State Court Actions Used in $28 million fraud Lead to Indictments

Bogus State Court Actions Used in $28 million fraud Lead to Indictments

Due Diligence in the SEC Registration Statement Process

Private companies in going public transactions that intend to be quoted on the OTC Markets OTCQB must first become reporting with the Securities...

SEC Suspends Trading of the Securities of Polar Petroleum Corp

On June 10, 2013, the Securities and Exchange Commission (the “SEC”)announced that it had suspended the trading in the securities of Polar...

Raising Capital - Regulation S - Foreign Private Issuers

Foreign private issuers may raise capital in the U.S. using an offering registered on a registration statement under the Securities Act or by...

Foreign Private Issuers l Choice of SEC Registration Statement

The securities laws provide numerous benefits to issuers who qualify as foreign private issuers including but not limited to reduced disclosure...

How FINRA Rule 6490 lmpacts Reverse Mergers

How FINRA Rule 6490 lmpacts Reverse Mergers

Ask Securities Lawyer 101 l Short Sale Question & Answer

Short selling can be a legitimate trading strategy. It is often endorsed for its beneficial effects on the securities markets, which include...

Restricted Securities 101

It has become routine for public companies and private companies seeking to go public to place restrictive legends (“Restrictive Legends” on the...

Updated Publication Cross-Investments between sub-funds of Malta-registered SICAVs

An investment company with variable share capital (“SICAV”) is by far the most common vehicle utilised by promoters for the licensing of...

Change in Belize Legislation Regarding Bearer Share Certificates

A registered agent shall at all times retain physical possession of the bearer shares certificate, whether he deals directly with the end-user...

New Securities Law in Panama

Law 67 implements a multiple institutional coordination and cooperation system between regulatory entities as a multilateral board that gathers...

MFSA Publishes a Self-Assessment Questionnaires for Fund Managers & Self-Managed Collective Investment Schemes - Malta

In view of the AIFMD coming into force on 22nd July 2013, Category 2 Licence Holders authorised to provide investment management services to...

Outsourcing of AML Compliance: How Far Can a Financial Institution Go?

Several banking giants, such as HSBC and Standard Chartered, are currently being investigated by US regulators for alleged failings in...

Malta Does Not Face Same Bank System Risks as Cyprus

On the 16th April 2013, Fitch Ratings issued a statement regarding a special report published by Fitch, highlighting the main differences...

Open a Bank Account in Panama

The authors offer an overview of the process to obtain a bank account in Panama.

Why Bankig in Panama?

Stability is important to consider when you decide to open an offshore bank account…Why Panama?

Reduce Personal Liability from Your Business

Here is a quick outline to help you avoid personal liability from your business. You’ll see that most of the authors advice derives from an...

An Update on the Forthcoming CRD IV Rules - Malta

On 27th March 2013, the Permanent Representatives Committee approved the compromise text on the Capital Requirements Directive, better known as...

FATCA from the Account Holder's View

While banks and other financial institutions are already preparing for the introduction of FATCA, the system is less commonly known by banking...

Consultation Document- De Minimis AIFMs - Malta

On the 22nd March 2013, the Malta Financial Services Authority (MFSA) issued a Consultation Document on the proposed rulebook applicable to De...

The Amendments and Innovations Brought by the New Financial Leasing Law - Turkey

This article is a comparative study which points the differences between the Law on Financial Leasing, Factoring and Financing Companies and the...

The Advantages of Investing in the Democratic Republic of Congo and in Other 16th OHADA Members

OHADA is the Organisation for the Harmonisation of Business Law in Africa. With this law, doing business has become secured in 17th African...

Combatting Counterparty Risk with Central Counter-Parties - Malta

Chasing payment of dues is a mundane yet critical element of every business process. Hugely time consuming, it could expose any activity large...

Amendment of FIAU Implementing Procedures - Malta

The Malta Financial Services Authority has issued a Circular addressed to the investment services industry regarding the Prevention of Money...

Hong Kong Stock Exchange Guidance on Pre-IPO Investments

In October 2012, the Hong Kong Stock Exchange (“HKEx”) published two guidance letters on Pre-IPO investments and Pre-IPO investment in...

Protection of Clients Assets - Malta

On 8th February 2013, the International Organization of Securities Commissions (IOSCO) published a consultation paper on recommendations...

New York State Tops the Nation With Investment Fraud Schemes

New York City is known as the nation capital for federal securities and investment fraud investigations and prosecutions. The most common claims...

Banking Business and Conditions of Approval of a Financial Institution in the Democratic Republic of Congo

This article discusses conditions conditions of approval of a Financial Institution in the Democratic Republic of Congo and how to open a bank...

New York PLLC

  By Murray LLP
PLLCs (Professional Service Limited Liability Companies) are a popular choice for professionals in New York wishing to conduct business.

Bank’s Customer Identification Program and International Conventions

This paper seeks to discuss the hotly debated topic of customer identification program.

Revision of the Insurance Mediation Directive

On the 3rd of July, 2012, the European Commission adopted a proposal for the revision of the Insurance Mediation Directive (“IMD”) which is part...

Membership Criteria's to Istanbul Stock Exchange Changed

A new regulation has been promulgated in the Official Gazette dated December 8, 2012, numbered 28491, which determine the criteria for...

Brussels Clamps Down on Credit Rating Agencies

The Financial Services Chief of the European Union Michael Barnier declared on the 27th November 2012 that credit rating agencies are to follow...

Enforcement of Foreign Judgments in Belgium

A judgment may be enforced in the Country or State of its origin. Obtaining a judgment in Country A and having to enforce it in Country B, as...

MFSA to Propose Rules on Cross Sub-Fund Investments - Malta

According to a Circular issued by the Malta Financial Services Authority (MFSA) on the 30th October 2012, addressed to the investment services...

Highly Qualified Persons Rules - 15% Flat Tax Rate on Employment Income - Malta

Malta’s position within the financial services, gaming and aviation sectors, is further bolstered by the newly introduced 15% flat tax rate on;...

Law Number 21 of 2011 on Financial Service Authority - Indonesia

  By Leks&Co
Financial Services Authority or commonly abbreviated as OJK, is an independent institution and free from the intervention of other party, which...

Commercial Letter of Credit

  By Zorlu Law
Examining Contracts Arising Under the Commercial Credit Transaction (Letter Of Credit) Commercial credits are most commonly used in the...

Principles of Registered Capital System in Non-Public Turkish Companies

The communiqué on principles of registered capital system in non-public companies has been declared by the Ministry of Customs and Trade...

GUIDE TO ESTABLISHING AND DOING BUSINESS IN UGANDA

The registration/ formation and management of companies are governed by the companies Act 2012 and several other laws such as the Investment...

Protecting Your Assets from Expanding Nursing Home Costs

Nursing home costs are rising, which could be detrimental to your financial health should you find yourself in need of nursing home care, or...

Malta Retirement Program Rules 2012

In October 2012, the Maltese Government has issued a special tax status for retirees from EU, EEA countries and Switzerland when remitting their...

New Statutory Rules on Disclosure of Price Sensitive Information in Hong Kong

In order to maintain the integrity of Hong Kong stock market and to ensure a fair and informed market, a new Part XIVA of the Securities and...

Protecting and Growing Your Business in Jamaica - Legal Perspective

Operating a successful business in Jamaica is difficult. Therefore, protecting your business requires the skillful and balanced use of legal and...

Money Laundering, Asset Forfeiture and Recovery and Compliance Country Report: Turkey

Turkey, even restructured its banking sector several times, has still not made sufficient progress in money laundering and compliance...

Depositor Compensation Scheme in Malta – The Central Bank Urges its Extension

The Depositor Compensation Scheme (“DCS”) has been in force since 2003 through Legal Notice 369 of 2003, following the transposition of the EU...

Venture Capital Law in Switzerland

A Q&A guide to venture capital law in Switzerland which gives a high level overview of the venture capital market; tax incentives; fund...

What to Look for in a Video Deposition

This article is an attempt to illuminate both the rudimentary and nuanced strategies required to consistently produce high-quality video...

How to Set Up a WOFE in the Free Trade Zone in Shanghai, China

Time estimated to set up a WOFE in the Free Trade Zone in Shanghai: 2 to 3 months. I - Investors - Individual or corporation from foreign...

Side Letters: Guidelines from Cayman Court on Who Should be the Parties to Them

An analysis of a fund's side letters and guidelines to the parties that should be involved. The Grand Court of the Cayman Islands recently ruled...

How Can a Non-Turkish Company Open a Bank Account in Turkey?

This article summarizes what should a non-Turkish company should do in order to open a bank account in Turkey. Business has been truly global...

MFSA Consultation Procedure on the Proposed Transposition of Certain Requirements of the AIFMD - Malta

On the 3rd September 2012, the MFSA issued a ‘Consultation on the proposed transposition of certain requirements of the Alternative Investment...

Hedge Funds: The Role of Directors in the Life Cycle of a Fund - Cayman Islands

  By Murray LLP
The board of directors play a central role in any offshore hedge fund. At every stage of the life cycle of a hedge fund the directors need...

Turkish Tobacco and Tobacco Products Markets from a Legal Standpoint

This article provides an overview of the Turkish tobacco legislation. Law No. 4733 Regarding the Organization and Duties of the Tobacco and...

On the Way to the New Height: Walmart’s Acquisition of Yihaodian Cleared on Conditions in China

The global retailing giant Walmart announced in February that it would further acquire 33.6% interest in Yihaodian, a leading B2C e-commerce...

EU to Propose Banking Union Plan in Due Course - Malta

The most recent EU Summit held in June 2012 saw the creation of a tentative action aimed at addressing the current problems with bad banks and...

Bankruptcy vs. Loss Mitigation

There are differences between bankruptcy and loss mitigation when it comes to solving your mortgage problems. A Broward County foreclosure...

MOU With Financial Intelligence Unit of Netherlands on Prevention of Money Laundering and Terrorist Financing - Turkey

The Memorandum of Understanding (MoU) between Ministry of Finance, Financial Crimes Investigation Board (MASAK) of the Republic of Turkey and...

Law No. 148/2012 on the Legal Framework of Electronic Documents - Romania

Romania has recently passed into law, Law no. 148/2012 which establishes the legal framework for the issuing of electronic documents (invoices,...

Hedge Funds and Data Protection

  By Murray LLP
Hedge funds are increasingly subject to international and local data protection regulations. The amount of personal data held by hedge funds and...

Entrepreneurs and Business Development around the World

Introduction, Small Business and Southern Europe’s Economic problems. Because my Arizona business law firm represents businesses and start ups,...

How to Dissolve a Company in Indonesia

The general principle on dissolution of Limited Liability Company is stipulated under Article 143 paragraph (1) of Law No. 40 of 2007 regarding...

Know Your Options

Estate planners often talk about creating the plan that meets the specific needs of the individuals they are advising. They ask what you want...

Brussels Seeks to Address Market Rates Abuse

Michael Barnier, the Commissioner for the single market is expected to propose serious changes to the market abuse directive (2003/6/EC) and the...

Bankruptcy a Viable Option to Pay your Debts

Bankruptcy is a viable option if you cannot pay your debts and support your family. If creditors are calling you at home and at work, writing...

Malta QROPS: A Success Story

Malta has come a long way since it first gained its Qualifying Recognized Overseas Pension Schemes (“QROPS”) status from the UK HM Revenue and...


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