1. November – December 2023
Singapore’s Ministry of Law (MinLaw) and Intellectual Property Office (IPOS) have introduced a groundbreaking collective management organisation (CMO) class licensing scheme, set to be effective from May 1, 2024.
This initiative, governed by the Copyright Regulations 2023, aims to elevate standards of transparency, accountability and efficiency within the CMO sector.
Automatic inclusion. The scheme automatically subjects every CMO to a mandatory class licence, eliminating the need for registration or fees.
Regulatory oversight. The IPOS is empowered to regulate the CMOs, with the authority to issue directions, impose penalties, or order cessation for non-compliance. The CMOs have the right to appeal to the MinLaw.
Licence conditions. The regulations delineate licence conditions and procedural matters for CMO regulation, incorporating feedback from a public consultation exercise.
Implementation timeline. CMOs are granted a six-month notice period, until 31 October 31 2023, to align operations with the new scheme.
Here’s how the initiative will strengthen Singapore’s copyright regime and benefit all key stakeholders in the collective management ecosystem:
- CMO members are empowered with the right to vary or terminate mandates, participate in CMO operations and receive transparent income distributions;
- CMO users are allowed to make informed decision-making and efficient licensing processes. The scheme mandates good faith and reasonable conduct in dispute resolution; and
- CMOs are provided with clear rules without undue compliance burdens. Future collaboration with the IPOS aims to develop best practice notes.
KEY LICENCE CONDITIONS
Members’ rights. The licence conditions ensure CMOs provide members with written membership agreements, offer non-exclusive agreements, allow participation in CMO operations and adhere to specific policies.
Distribution of tariffs. The new scheme specifies tariff distribution procedures, including calculation methods and member dispute resolution. It indicates that a CMO must distribute a tariff within six months after the financial year in which it collected that tariff.
Dispute resolution. It mandates a transparent dispute resolution process and maintains access to the copyright tribunal.
Ensuring good governance. It imposes safeguards, requiring proper financial records, member access to inspections and annual transparency reports.
Information to the public. In the new scheme, CMOs must maintain an informative website, aiding the public, potential users and members in making informed decisions.
Singapore’s innovative introduction of the CMO class licensing scheme marks a significant stride towards enhancing the efficiency, transparency and governance of the CMOs. The scheme brings a balanced regulatory approach, encouraging a well-functioning collective management ecosystem.
With automatic inclusion, stringent licence conditions and regulatory oversight by the IPOS, this initiative aims to benefit CMO members, users and the organisations themselves. As Singapore continues to fortify its copyright regime, the collaborative efforts between the MinLaw, the IPOS, and industry promise a future of best practices and international standards for the collective management sector.
2. September – October 2023
DECISION SHOWS LIMITS ON REFUSING ENFORCEMENT OF FOREIGN AWARDS
A recent decision by the Supreme Court of Victoria highlights the pro-arbitration aims of Australia’s International Arbitration Act, manifest in a case by the limited circumstances in which an Australian court may refuse to enforce a foreign arbitral award where the opposing side does not raise any of the other grounds listed in that legislation, according to a Pinsent Masons report.
In this way, Pinsent Masons lawyers Phillip Beck and Rory Dempsey wrote, the International Arbitration Act 1974 (Cth) limits the courts’ capacity for intervention in the arbitral proceedings, insofar as these extend to the enforcement of an award in a domestic court, in circumstances where the respondent does not elect to appear.
The firm said the court’s decision in the case of Reeves and ALT Advisory (Jersey) Limited v ALT Financial Group Limited highlights the favourability of Australian domestic law to the enforcement of awards obtained through international arbitration and the amenability of Australian courts to implementing and facilitating the pro-arbitration aims of the federal parliament. This, in turn, bodes well for Australia’s future as a respected seat of international commercial arbitration.
2024 FOREIGN EMPLOYEE QUOTA WINDOW OPEN
The window to apply for the 2024 foreign employee quota is open until the end of November 2023.
DFDL reported that enterprises employing or intending to employ foreign employees in 2024 are required to apply for a foreign employee quota from the Ministry of Labour and Vocational Training (MLVT).
Under the quota system, a maximum of 10% of an employer’s total local workforce may be foreign nationals (based on a calculation of foreign employees/local employees), comprising: office employees (3%); skilled labour employees (6%); and unskilled labour employees (1%). However, in August 2020, the MLVT issued permitted the hiring of foreign nationals in excess of the above quota cap, subject to its approval.
DFDL recommends that the 2024 foreign employee quota application be prepared as soon as practicable and before 30 November 2023 in order to avoid potential fines and, where applicable, leave sufficient time to seek approval for any increase in the quota.
DRAFT RULES FOR CROSS-BORDER TRANSFER OF PERSONAL INFORMATION
On 28 September 2023, the Cyberspace Administration of China (CAC) issued the Draft Provisions on Regulating and Promoting Cross-border Data Transfers (the Draft Exemption Rules), which potentially loosen up certain requirements for the cross-border transfer of personal information.
CMS Law-Now reported that under article 38 of the Personal Information Protection Law and its implementing rules, companies transferring personal information out of China are required to fulfil one of the following: (1) apply for and pass the security assessment by the CAC; (2) sign and file the standard contract with the provincial counterpart of the CAC; or (3) obtain the certification from an approved institution (the channel option requirement).
In addition, data handlers who meet the threshold or transfer important data per the Measures for Security Assessment of Data Cross-border Transfer must apply for security assessments. The other two options are not available to them.
The above-mentioned draft exemption rules provide clarification and exemptions to these requirements in certain situations. While these are draft provisions, their introduction indicates China’s intent to ease restrictions on the cross-border transfer of data, according to CMS Law-Now.
JAPAN ACCEDES TO THE UN CONVENTION ON MEDIATION
With the deposit of the instrument of accession at the UN Headquarters in New York, Japan becomes the 12th state party to the UN Convention on International Settlement Agreements Resulting from Mediation (Singapore Convention on Mediation). The accession by Japan was effected on 1 October 2023, and the convention will enter into force for Japan on 1 April 2024. In acceding to the convention, Japan made a reservation in accordance with article 8(1)(b) of the Convention.
The Singapore Convention on Mediation facilitates international trade and promotes mediation as an alternative and effective method of resolving commercial disputes by providing an effective mechanism for the enforcement of international settlement agreements resulting from mediation.
In total, 56 states have signed the Convention since it opened for signature on 7 August 2019.
NETR MALAYSIA’S NEXT STEP TOWARDS SUSTAINABLE ENERGY
The Malaysian government recently published its National Energy Transition Roadmap (NETR). The NETR is guided by four core principles: (1) aligning the energy sector with sustainable development goals; (2) ensuring an equitable and efficient transition; (3) promoting comprehensive governance; and (4) creating valuable employment opportunities and economic prospects for small and medium-sized enterprises (SMEs).
Herbert Smith Freehills reported that the NETR outlined 10 flagship catalyst projects and initiatives for energy transition. Malaysia has announced a new target for installed renewable energy (RE) capacity, aiming for 70% by 2050. As of December 2022, Malaysia’s installed RE capacity stood at 25% – the Malaysian government estimates that an investment of MYR637 billion (USD143 billion) will be required to achieve this new target. In line with its Nationally Determined Contribution (NDC) under the Paris Agreement, Malaysia intends to reduce its greenhouse gas (GHG) emissions intensity against GDP by 45% by 2030, relative to its 2005 levels, on an unconditional basis.
The Malaysian government also has announced a commitment to achieve net zero by ‘as early as’ 2050.
PCC RELEASES GUIDELINES FOR DIGITAL M&A
The Philippine Competition Commission (PCC) has published the Guidelines for the Motu Proprio Review of Mergers and Acquisitions in Digital Markets to guide companies on potential competition issues arising from M&A in digital markets.
The guidelines are intended to give greater transparency on the PCC’s understanding of the Philippine Competition Act as applied to transactions occurring in digital markets. The guidelines are intended to facilitate discussions and consultations between the PCC and entities operating in digital markets with a view to arriving at a preliminarily assessment of the likely effects of a merger or acquisition to competition in the affected market.
The guidelines set out a non-exhaustive list of transactions that the PCC believes may pose competition issues in the digital market and, thus, may trigger a motu proprio review by the PCC. The PCC reviews M&A having a direct, substantial and reasonably foreseeable effect on trade, industry, or commerce in the Philippines.
Disruption is where innovation lies. Newer business models such as edtech, agritech, AI and the metaverse, call for the legal industry to take off the baggage of the old and embrace the new
Anand and Anand
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FRAMEWORK LAUNCHED FOR DISCLOSURE OF INTANGIBLE ASSETS
A new framework to disclose and communicate the value of intangible assets (IA) has been launched alongside new resources to help enterprises manage and commercialise their intellectual property (IP).
The Intangibles Disclosure Framework (IDF) was launched by the Intellectual Property Office of Singapore (IPOS) and Accounting and Corporate Regulatory Authority (ACRA).
With the growing importance of IA, the IDF provides a way to disclose and communicate IA such as brand value, patents or registered designs. Enterprises are also encouraged to disclose IA beyond those recognised under the accounting standards (e.g., human capital and/or internally generated intangibles) under the voluntary framework.
A recent survey conducted by the IPOS revealed that four out of five enterprises wished they had more opportunities to use their IA for business, including obtaining financing.
PERSONAL INCOME TAX CHANGES ON WAY
On 15 September 2023, the Thai Revenue Department issued a departmental instruction that changes a long-standing rule of personal income tax regarding Thai taxation of offshore income. Previously, offshore (non-Thai) income earned by a Thai resident taxpayer was not taxable unless remitted into Thailand in the same calendar year it was earned.
DFDL reported that this rule has been relied upon for many years and is considered a standard rule of practice for both Thai nationals and foreigners, who happen to be residents of Thailand for tax purposes (individuals residing in Thailand for 180 days or more in any calendar year).
The new instruction significantly alters the pervious approach and will have significant implications for not just newly earned foreign source income but previously earned income maintained offshore, says DFDL. The new position is that any foreign (non-Thai) source income earned outside Thailand will be subject to Thai personal income tax regardless of when it is remitted into Thailand.
This changes what was a permanent exemption from taxation on such income into a mere deferred tax liability, to be paid in any year the income is eventually repatriated. The Revenue Department has taken an aggressive position by making the effective date January 1, 2024.
3. July – August 2023
NEW TAX LAW COMES INTO FORCE
The parliament of Bangladesh passed the Income Tax Act 2023 on 22 June, which came into effect from 1 July, replacing the Income Tax Ordinance of 1984. This new legislation is comprised of 25 chapters and 345 sections, along with eight schedules that provide specific guidelines regarding various aspects of income taxation. Although the act does not completely overhaul the previous tax law, the increase in chapters and sections reflects an effort to establish a more consistent and centralised legal framework, aligning with international taxation best practices, improving the efficiency of the tax system, and ensuring compliance with global standards.
GOVERNMENT APPROVES DRAFT LAW ON RULES OF ORIGIN
The Cambodian government has approved a new Rules of Origin (ROO) law, conforming to World Trade Organisation standards. The new law, which has nine chapters and 35 articles, aims to establish the principles and rules for determining the origin of exported and imported goods, as well as providing clear and consistent criteria for identifying a product’s source, allowing importers and exporters to take advantage of preferential trade treatment as long as the ROO provisions are met. The new law also authorises the government to enforce trade restrictions and curb counterfeit goods.
INSURANCE REGULATION TO BE AMENDED
In July, the Insurance Authority (IA) of Hong Kong expressed its support for the Insurance (Amendment) Bill 2023, which aims to establish the framework for the risk-based capital (RBC) regime to be implemented in 2024. Under the RBC regime, insurers are required to maintain capital based on the risks they face with three principles, including compliance with international standards, industry competitiveness, and policyholder protection. The IA will initiate the preparatory work for drafting the detailed requirements of the RBC regime, followed by public consultation on subsidiary legislation.
WORLD’S FIRST STATE-BACKED CRYPTO BOURSE LAUNCHED
Indonesia launched the world’s first state-backed cryptocurrency exchange on 20 July to bolster the regulatory environment for the country’s cryptocurrency industry. State-owned Kliring Berjangka Indonesia was appointed as the futures clearing house, and Tennet Depository Indonesia was appointed as the crypto asset storage manager. Cryptocurrency trading from licensed companies such as Binance, Ripple, Ethereum, Tether and Bitcoin will be listed on the exchange. Although cryptocurrencies cannot be used as a payment method, investments are allowed by the government.
PRESIDENT CALLS FOR NEW PROCUREMENT, AUDITING REGIMES
Philippine President Ferdinand Marcos Jr on 24 July called on the congress to work on an updated government procurement law and auditing code to make acquisition and auditing attuned to changing times. The president said that the government aims to have this plan rolled out in the next five years to replace the Government Procurement Reform Act, which was promulgated in 2003, and the Government Auditing Code of the Philippines, which was issued in 1978.
BOURSE ISSUES GUIDELINES ON INDEPENDENT FINANCIAL ADVISERS
Singapore Exchange Regulation, a subsidiary of the Singapore Exchange responsible for regulatory functions, released its Guidelines on Independent Financial Advisers in July, aiming to clarify the role of directors of listed issuers in obtaining independent advice. Under the SGX Listing Rules, independent financial advisers must be appointed for exit offers, interested person transactions and, in some cases, to direct the issuer to undertake certain actions or review transactions. The advisers’ independence is crucial in informing directors and shareholders, especially in transactions involving controlling shareholders or management.
PARLIAMENT PASSES ONLINE CRIMINAL HARMS ACT
The Parliament of Singapore has passed the Online Criminal Harms Act, granting the government power to quickly remove potentially criminal content online. The goal is to prevent illegal online activities and proactively safeguard against scams and malicious behaviour. The law permits the government to issue five types of directions when there is suspicion of online criminal activity including stopping content distribution, disabling content, restricting account activity, blocking access, and removing certain apps from Singapore-based stores.
[In-house lawyers] are assessing legal risks, coming up with solutions and helping management to take legal risks to achieve business goals. That’s the crucial part of the in-house lawyer’s role
President of the Japan In-House Lawyers Association (JILA)
Chief Legal Officer at Gibraltar Life Insurance in Tokyo
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OVERHAULING GUIDELINES ON ACCOUNTING FRAUD INVESTIGATIONS
South Korea’s Financial Services Commission and Financial Supervisory Service have revised guidelines for investigating accounting fraud to improve transparency in the local accounting system. The new guidelines require external auditors to immediately report accounting fraud worth at least KRW5 billion (USD3.9 million) and any accounting irregularities to a company’s internal audit department, which then hires external experts to conduct further investigations. These updates aim to ensure the independence of external auditors and address existing ambiguities.
BILL ON INTERNET SERVICES OPENS FOR CONSULTATION
The Ministry of Information and Communication of Vietnam has released a new draft decree to supersede decree No. 72 on the management, provision and use of internet services and online information, which is open to public consultation until 15 September. The amendment was proposed in 2021, but due to the significant number of provisions subject to change, the ministry opted to create a new version of the decree. One of the key issues is the new obligations on the providers of cross-border public information and those who lease space in data centres or receive more than 100,000 monthly visits from Vietnam for six consecutive months.
4. May – June 2023
ONE-YEAR TRANSITION FOR CRYPTO LICENCES
Following the collapse of crypto exchange FTX in 2022, Hong Kong’s Securities and Futures Commission implemented a new licensing scheme for virtual asset trading. This came into effect on 1 June 2023. All trading platforms must apply for a licence within one year to proceed with their businesses in Hong Kong, and are regulated in terms of suitability checks, good governance, enhanced due diligence, admission criteria and disclosures. The implementation of this licensing scheme fills the absence of regulations on virtual asset trading platforms that provide services to retail investors.
TRAVEL RULE FOR CRYPTO EXCHANGES
Japan has implemented laws that mandate crypto exchanges and other virtual asset service providers to collect and share identifiable information of customers and providers at each stage of a transaction. The travel rule started on 1 June. It was introduced to complement Japan’s framework and keep up with global crypto regulations as part of its anti-money laundering measures.
NATIONAL COMMITTEE FOR SUSTAINABILITY REPORTING
The Securities Commission Malaysia has set up a national-level advisory committee on sustainability reporting (ACSR) to support the implementation of sustainability disclosure standards to international standards. The ACSR will look into minimising the additional cost of reporting, and finding supporters to help implement the standards. After the country’s stock exchange, Bursa Malaysia, enhanced its sustainability reporting requirements in 2022, the ACSR adopted core pillars of the exchange’s improvements including governance, strategy, risk management, key metrics and targets.
SEC AND BOURSE WORK ON SHORT SALE RULES
The Philippine Stock Exchange’s (PSE) proposal to introduce short selling in the stock market has been approved by the Securities and Exchange Commission (SEC). SEC chair Emilio Aquino told The Philippine Star newspaper in late May that short selling could increase liquidity in the market. The PSE and SEC are now finalising the implementation process. This trading strategy is expected to attract more big funds and foreign investors, as it allows investors to bet on the decline of a stock’s price. This involves borrowing and selling shares, and then buying them back when the price falls, thereby profiting from the difference.
Given the transformative potential of generative AI in the legal profession, and likewise in our daily lives, lawyers must adapt to effectively incorporate this technology into legal practice.
PwC’s Asia Pacific NewLaw director in Hong Kong
Former president and board member of the
Association of Corporate Counsel Hong Kong
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SGX TO LINK ETF WITH SHANGHAI EXCHANGE
The Singapore Exchange (SGX) has signed a memorandum of understanding with the Shanghai Stock Exchange (SSE) to roll out an exchange-traded fund (ETF) scheme with a master-feeder fund model. This allows multiple investors to invest in onshore and offshore “feeder” funds and, in turn, invest in a larger “master” fund. The collaboration came a year-and-a-half after SGX’s link-up with the Shenzhen Stock Exchange. The new ETF link is expected to attract more investors with more blue-chip companies in the SSE as the scheme will allow investors in both bourses to access feeder ETFs that link to locally listed ETFs on each other’s exchanges.
INCOME TAX AMENDMENTS IN THE PIPELINE
Singapore’s Ministry of Finance ran a public consultation on 33 proposed amendments to the Income Tax (Amendment) Bill 2023. A notable point was a proposed change aimed at taxing gains from the sale of foreign assets that are received in Singapore by businesses without local economic substance. The consultation ended on 30 June and the ministry will publish a summary of comments together with its response in August.
SIMPLIFIED FOREIGN INVESTMENT IN SECURITIES
The Financial Services Commission of South Korea has approved a revision bill of the Financial Investment Services and Capital Markets Act, which abolishes the foreign investors’ registration requirement from 14 December 2023. Foreign investors will no longer have to undergo a time-consuming paperwork and registration process to invest in locally listed securities. Foreign corporate entities and individuals can open investment accounts using their legal entity identifiers or passport numbers. Investors already assigned with a foreign investor ID can continue to use their registration number. Guidelines, revised rules on financial investment business and measures to improve foreign access to South Korean capital markets will be announced soon and come into effect together with the registration requirement’s abolition.
CENTRAL BANK LAUNCHES RETAIL CBDC PILOT
The Bank of Thailand launched its retail central bank digital currency (CBDC) pilot project to improve the efficiency of financial transactions. The trial runs from June to August and will involve up to 100,000 users. Users’ Thai baht can be converted into CBDC at the rate of 1:1 and used in retail and welfare payments through a mobile banking app and quick response code scanning. This pilot payment process is expected to ease the intensity of transactions made under the country’s PromptPay service, a real-time proxy payment service developed by Thai banks and Vocalink, a MasterCard company.
5. March – April 2023
CLEAR GUIDE FOR LICENSING REGIME LAUNCHED
The Securities and Futures Commission of Hong Kong released quick reference guides to help family offices, private equity firms, hedge fund managers and overseas and mainland Chinese industry professionals understand its licensing regime. The guides contain frequently asked questions about licensing and provide specific information to encourage more family offices and private equity businesses to operate in Hong Kong. The regulator has also enhanced its efficiency and transparency of the gatekeeping function since moving to an all-digital environment in 2022, with processing time for corporate licence applications from private fund managers reduced to around 14 weeks from the previous 15 weeks after the application is submitted.
CARBON CAPTURE REGULATION STEP TO NET ZERO
The Ministry of Energy and Mineral Resources issued a regulation on the implementation of carbon capture and storage (CCS) and carbon capture, utilisation and storage (CCUS), which is among the first in the Asia-Pacific and could become the yardstick for successful deployment of similar policies as countries move towards net zero goals. Carbon capture could come from the oil and gas industry, as well as other industries. The regulation focuses on technical, business, legal and economic aspects, specifically encouraging oil and gas companies to install CCS facilities. The country has so far approved one CCUS project in West Papua, while state energy company Pertamina conducted carbon injection tests on CCUS at some of its oilfields in West Java late last year.
ENGLISH DISCLOSURES REQUIRED FOR LISTED COMPANIES
The Financial Services Commission (FSC) and Korea Exchange (KRX) will require large listed companies with assets worth KRW10 trillion (USD7.6 billion) or more to submit English disclosures on material information within three days of filing their regulatory disclosures in Korean at the KRX, starting in 2024. Disclosures that need to be submitted include matters related to closing financial statements, important decision-making and suspension of trading. This requirement is part of a previously announced plan to expand English disclosures in phases, which aims to boost foreign investors’ accessibility to South Korean capital markets.
NEW RULES ALLOW NON-TRADITIONAL VISUAL MARKS
The Intellectual Property Office of the Philippines has launched the Revised Rules and Regulations on Trademarks, Service Marks, Trade Names and Marked or Stamped Containers to replace the revised trademark regulations of 2017. The new rules take the Philippines closer to other developed countries by allowing the registration of non-traditional visual trademarks, such as colour marks not defined by given form, position marks, motion marks and hologram marks. Additionally, the criteria for determining whether a mark is well-known have been removed. The 2023 trademark regulations will also require electronic communication and online filing, advanced payment of fees, and apostilled supporting documents.
We need to understand what ChatGPT, AI, the Metaverse and Blockchain are all about, then we will be able to capacitate our personnel, especially our examiners, on how to deal with such applications in the future.
Chair of APEC’s Intellectual Property Rights Experts Group
and director-general of the
Intellectual Property Office of the Philippines
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CRITICAL MINERALS TRADE DEAL WITH US
Japan and the US signed an agreement on strengthening the critical minerals supply chain, which includes those used to power electric vehicles (EVs). The agreement is anticipated to benefit Japanese automakers with tax incentives under guidance relating to component material and assembly location requirements. The agreement also prohibits both countries from enacting bilateral export restrictions on minerals most critical for EV batteries, and encourages information sharing on investments in the critical minerals sector, and potential supply chain disruptions. The US and Japan also agreed to continue their collaborations in terms of international standards, environmental laws, transparency in supply chains and responsible sourcing.
REGULATOR ORCHESTRATING GREEN FINTECH INITIATIVES
The Financial Supervisory Commission is planning to launch a green fintech thematic campaign this year to boost its fintech ecosystem.
The scope of green fintech will include: green digital payment and account solutions; green digital investment solutions; digital environmental, social and governance data collection and analytics solutions; green insurtech solutions; green lending solutions; green digital asset solutions; and green regtech solutions, covering every aspect of the financial industry’s march towards sustainability. The Taiwan regulator will also launch a series of activities, including domestic and international conferences, business matching and proof-of-concept activities, and other events to announce significant achievements.
LAND AND BUILDING TAX CUT BY 15%
Thailand has issued the Royal Decree on Land and Building Tax Reduction, 2023, to cut the land and building tax this year, which was announced on 19 March and took effect the next day.
The decree means a 15% reduction in land and building tax payments for land or buildings used for agricultural, residential and other purposes, as well as vacant or unused land or buildings.
Additionally, owners of certain types of land or buildings that were eligible for a tax reduction of 50% or 90% under the Royal Decree on Land and Building Tax Reduction, 2020, will enjoy an extra 15% reduction of the tax amount reduced by 50% or continuation of the 90% tax reduction, depending on circumstances.
6. January – February 2023
ENHANCING ANTI-MONEY LAUNDERING REGIMES
The Hong Kong Monetary Authority launched a consultation on proposed amendments to anti-money laundering and counter-financing of terrorism guidelines for authorised institutions. The amendments covered the timeline for customer due diligence measures, including for virtual asset transfers and third-party cash transactions, enhanced due diligence, additional guidance related to politically exposed persons (PEPs) on the treatment of former non-Hong Kong PEPs and updates for former Hong Kong or international organisation PEPs, and prohibition of anonymous accounts, among others. Feedback on the proposals is expected in early March.
FINANCIAL SECTOR LAW COMES INTO FORCE
Indonesian President Joko Widodo signed the Financial Sector Development and Strengthening Bill (P2SK) into law on 12 January to reform the country’s financial sector and replace 17 existing laws related to the financial sector. The new law also affirms that the status of venture funds (formed as collective investment contracts) is equivalent to a legal entity, which aims to bring legal certainty to investors, financiers and venture capital companies wanting to fund startups. The P2SK Law also obliges the controller of a financial conglomerate to establish or appoint a financial holding company to consolidate ownership and control over companies under a financial conglomerate, and to be responsible for any activities.
SUSTAINABILITY DISCLOSURE RULES ENHANCED
Japan’s Financial Services Agency has amended its sustainability and corporate governance disclosure requirements for listed companies, effective for annual securities reports and securities registration statements for fiscal years ending on or after 31 March. The changes offer clarification on forward-looking statements, and liability for misstatements. Companies should also provide information on policies in regard to their human resource development, internal environment improvement, diversity, and other related indicators. Gender-related disclosures include the ratio of female managers, the ratio of male employees taking childcare leave, and the gender wage gap, with related indicators needing to be described in securities reports.
NEW EMPLOYMENT LAW TAKES EFFECT
Malaysia’s Employment (Amendment of First Schedule) Order was gazetted on 15 August 2022, and came into force on 1 January 2023. The new order rules that maximum working hours be reduced from 48 hours to 45 hours per week, and any work performed outside of usual working hours entitles the employee to overtime payment. For female employees, maternity leave is extended to 98 days from the previous 60 days. The amendment also makes it an offence for employers to terminate a female employee under maternity leave, and provides better protection to combat sexual harassment in the workplace.
DRAFT ENERGY STORAGE POLICY REVEALED
After a panel discussion and research conducted last November, the Philippine Department of Energy released new draft rules and policies for the energy storage market in a report titled “Adoption of energy storage in the power sector”. Energy storage systems are defined as facilities capable of absorbing the energy generated from a renewable energy source or generation facility connected to the grid, and injecting stored energy when needed. As the country aims for a renewable energy generation mix of 50% by 2040, the document cites the necessity to enhance existing energy storage system policy and regulation to support renewable energy integration and grid stability.
Government action to phase out fossil fuels is anticipated to trigger a high volume of investor-state disputes.
Vice president, International Chamber of Commerce (ICC) Court of Arbitration; Chair, ICC Commission taskforce on arbitration and alternative dispute resolution in Singapore
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FLEXIBILITY FOR FOREIGN INVESTOR REGISTRATIONS
Following a meeting of ministry chiefs and private market experts on 19 January this year, South Korea’s Financial Services Commission (FSC) announced its plan to lift the requirement for foreign investors to register their identities before making investments in the country, to revamp its regulations to better conform to global standards, and to attract more foreign investment. The FSC will seek to remove a system requiring foreigners to register their identities before investing in local stocks, which was adopted in 1992. Instead, institutional foreign investors can use their internally used legal entity identifiers, and retail foreign investors can use their passport numbers.
CRYPTO TRACKING SYSTEM READY SOON
South Korea’s Ministry of Justice announced plans to introduce a “virtual currency tracking system” to counter money laundering and recover funds linked to criminal activities by monitoring transaction histories, extracting information related to transactions, and checking the source of funds before and after remittances. The system will initially involve third-party software in the first half of 2023, and the ministry will use its own system in the second half of the year.
LAND LAW CHANGES TO CURB SPECULATION
Taiwan’s Legislative Yuan has amended the Equalisation of Land Rights Act to curb speculation in the property market, including the introduction of a repeatable NTD50 million (USD1.64 million) fine for market manipulators to bring down Taiwan’s high housing prices. One of the key revisions prohibits the reselling or transfer of purchase agreements for pre-sold or newly constructed residential units to third parties, except to a person’s spouse or first or second-degree relative. Such practice has long been considered a loophole that encourages speculation.
7. November – December 2022
FIVE CENTRAL BANKS INK CROSS-BORDER PAYMENT MOU
Bank Indonesia, Bank Negara Malaysia, Bangko Sentral ng Pilipinas, the Monetary Authority of Singapore and the Bank of Thailand signed a memorandum of understanding (MoU) to collaborate on regional connectivity for cross-border payments during the G20 Leaders’ Summit in Bali. The co-operation will include modalities including QR codes and faster payment. The cross-border payment agreement serves to support and facilitate cross-border trade, investment, financial deepening, remittance, tourism and other economic activities. The payment initiative could be expanded to include other countries in the region, and potentially other countries outside the region.
DIGITAL AGENCY CREATES DAO FOR RESEARCH
The Digital Agency of Japan has launched a decentralised autonomous organisation (DAO) to explore the functions and roles of DAOs in the web3 ecosystem. The agency is seeking to understand what DAOs can achieve, identify their limitations, and look at issues such as the legal position of governance tokens that are used for voting. In an announcement, the agency also aiming to investigate aspects of digital assets and DAOs that could potentially be misused for cross-border crimes and threaten user protection. The agency also said it will conduct a blockchain analysis of complaints related to the digital asset space from Japan’s authorities, while exploring other initiatives related to digital innovation, including a trial run of a nonfungible token.
PILOT PROJECT FOR DEFI SUCCESS
The Monetary Authority of Singapore announced that the first industry pilot under its Project Guardian, which explores potential decentralised finance (DeFi) applications in wholesale funding markets, has completed its first live trades. Under the project, DBS Bank, JP Morgan and SBI Digital Asset Holdings conducted foreign exchange and government bond transactions against liquidity pools comprising tokenised Singapore government securities bonds, Japanese government bonds, the Japanese yen and Singapore dollar. A live cross-currency transaction involving tokenised currency deposits was successfully conducted, along with a simulated exercise involving the buying and selling of tokenised government bonds, demonstrating that cross-currency transactions of tokenised assets can be traded, cleared and settled instantaneously among direct participants.
INDIVIDUAL PENSION BUSINESSES OPEN WIDER
The China Banking and Insurance Regulatory Commission (CBIRC) broadened its private pension scheme by allowing large insurance companies to offer individual retirement products to meet the needs of a rapidly ageing population. Insurance companies that want to offer private pension products must have at least RMB5 billion (USD694 million) in shareholders’ equity, with a solvency margin ratio of not less than 150% and a core solvency ratio of not less than 75%. The CBIRC wants to ensure that only large insurers with strong financial capability and experience can participate in China’s private pension market. Any applicant must be well managed, with good governance records free of any disciplinary action for the past three years.
STAMP DUTY BILL 2022 GAZETTED
The Hong Kong government has published in its official gazette the Stamp Duty (Amendment) Bill 2022, which exempts the stamp duty payable for certain transactions relating to dual-counter stock made by market makers. The proposed stamp duty exemption is to create favourable conditions for market makers to engage in market-making and liquidity-providing activities with lower transaction costs, thereby promoting the trading of renminbi (RMB) stocks, enhancing the use of RMB in the city for investment purposes and contributing to the RMB internationalisation process. The bill was introduced in the Legislative Council for the first reading on 30 November, and is among the new initiatives Chief Executive John Lee Ka-chiu announced in his maiden policy address in October to boost Hong Kong’s status as an international finance centre.
The primary role of an ip office is to contribute to the creation of innovation by granting appropriate patent rights through a prompt and accurate examination.
Commissioner of the Japan Patent Office
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REFORMS UNDERWAY IN INSURANCE SECTOR
The Korean Financial Services Commission (FSC) has announced a plan to reform regulations on insurance businesses to help the sector respond to emerging demands more effectively. The plan has been screened by the financial regulatory innovation committee, and the authorities will prepare revision bills to amend relevant laws for submission to the National Assembly. The FSC has listed areas that require regulatory reforms through discussions within a taskforce and a survey conducted across all financial industry groups. According to the taskforce and the survey, the insurance industry in Korea doesn’t adapt effectively to disruptive changes in the business environment due to outdated and stringent regulations. For example, the level of digital transformation in the insurance market is still at a nascent stage and requires an urgent industrial restructuring.
FINANCIAL SERVICES AUTHORITY TO SUPERVISE CRYPTO
The government of Indonesia has laid out a plan to move the regulation, supervision and oversight of cryptocurrency investments from the Indonesian Futures Commodity Trading Supervisory Agency to the Financial Service Authority (Otoritas Jasa Keuangan, or OJK) to better protect investors. The new bill is prepared by the Ministry of Finance as part of financial sector legislation that is being debated in parliament. The plan is to empower OJK’s scope in digital assets, and will be passed into law after both the legislative and executive branches have agreed on all provisions. The proposals also contain provisions to widen the central bank’s mandate to include economic growth in addition to price stability.
EASIER RULES FOR FOREIGN EXCHANGE OPERATORS
Thailand’s Ministry of Finance has issued regulations to provide foreign exchange service providers with more flexibility in conducting businesses while raising supervision standards to be more in line with international standards. The regulations, which govern commercial banks, money changers and transfer agents, also allow for new types of services and promote competition. The new measures include allowing companies to register products in the central bank’s sandbox testing scheme for new technologies, and a simplified licensing regime that is part of the Bank of Thailand’s foreign exchange ecosystem development plan to lower service costs and improve access for retail customers.
FORMS FOR BUSINESS LOAN APPLICATIONS STANDARDISED
Bangko Sentral ng Pilipinas (BSP) has approved a circular for a borrower-friendly and borrower-centric Standard Business Loan Application Form (SBLAF) to streamline loan applications for micro, small and medium enterprises (MSMEs). All BSP-supervised financial institutions are given 18 months to comply with the small business lending fund (SBLF) requirements. Standardised business loan forms will improve access for MSMEs to credit and financial products. The SBLAF is expected to help MSME borrowers better familiarise themselves with the loan process and find formal loan applications less intimidating, as well as facilitate faster loan processing by increasing the usage of digital loan application platforms.
REGULATOR TO LAUNCH CRYPTO AUDITING GUIDELINES
The Financial Supervisory Service (FSS) of Korea has drafted a plan to support virtual currency accounting following talks with the Korea Accounting Standards Service and the Korea Institute of Certified Public Accountants. The proposed new measures are intended to boost transparency and reduce difficulties for companies and auditors working with cryptos. The new guidelines will force firms to make disclosures on crypto issuances and token sales, as well as to disclose the tokens they are holding, when they issue mandatory financial statements. The FSS will hold a discussion with another top regulator, the Financial Services Commission, seeking changes to existing accounting legislation with clauses inserted for crypto companies, and distribute a list of best practice protocols and case studies for companies that need to make crypto disclosures.
8. September – October 2022
SHARE SCHEMES FRAMEWORK UPDATED
The Stock Exchange of Hong Kong (SEHK) published its conclusions on a consultation paper on proposed changes to rules governing securities listings on the SEHK relating to the granting of share awards and options to acquire new shares of listed issuers (share schemes). The new rules will become effective on 1 January 2023, and intend to level the playing field in regulating the grants involving the issue of new shares under share options or share award schemes.
INCOME TAX AMENDMENTS BEFORE PARLIAMENT
Following public consultation from 8 June to 6 July this year on amendments to the Income Tax Act, 1947, the Ministry of Finance presented legislative changes for the Income Tax (Amendment) Bill, 2022, to parliament. The bill includes measures to extend the withholding tax exemption from 31 March 2022 to 31 March 2023 for non-resident mediators and arbitrators, extend the tax benefit regime for aircraft leasing from 31 December 2022 to 31 December 2027, and adapt the tax framework for facilitating corporate amalgamations, among others.
IN THE NUMBERS
PDP BILL ADVANCES
The Indonesian government and its House of Representatives have approved a draft of the Personal Data Protection Bill to undergo a second level of discussion at the plenary session of the house for the ratification process before being passed into law. A number of amendments had been made to the bill including refining definitions and types of personal data, legal bases for processing, rights of data subjects, obligations of data controllers, as well as the introduction of administrative fines.
ACTIVE ETFS TO DEBUT NEXT YEAR
For the first time, Japan will allow active exchange traded funds (ETFs) to be listed on the Tokyo Stock Exchange to reignite interest from investors who have had access to passive ETFs for more than two decades. The final regulations are to be released sometime between March and April next year to amend the current rule that only permits index-linked ETFs. The active ETFs will be subject to daily basket disclosures and inverse active funds will be banned.
SHAREHOLDER PROTECTIONS FOR SPLIT-OFF IPOS
The Financial Services Commission of Korea introduced three levels of safeguards to improve the rights and interests of general shareholders in IPOs of split-off subsidiaries. With some companies recently deciding to split off their businesses and go ahead with IPOs of split-off subsidiaries within a short period of time, the issue of general shareholders incurring losses has become problematic as their shareholder rights are stripped away and stock prices for the parent company tend to decline. The financial authorities will immediately carry out follow-up measures to help restore fairness and trust in the capital markets and strengthen investor protections.
ESG GUIDE FOR SMES IN THE PIPELINE
The Securities Commission (SC) of Malaysia and Bank Negara Malaysia stated that the Joint Committee on Climate Change is now supporting Capital Markets Malaysia, an affiliate of the SC, to develop an environmental, social, and governance (ESG) disclosure guide tailored to small and medium enterprises.
BSP REVIEWS FINANCIAL CONGLOMERATE RISK
Philippine financial regulators led by the central bank, Bangko Sentral ng Pilipinas (BSP), conducted their second cross-sectoral review of the country’s financial conglomerates in October as part of the Financial Sector Forum’s (FSF) systemic risk assessment. The FSF concluded its first risk review from April to June this year. The pilot run covered the conduct of risk assessments on the financial conglomerate, identification of key supervisory concerns, and development of supervisory plans.
We have to ensure that legislation passed by the new congress is consistent with competition law. There’s always a risk that when you try to provide incentives or subsidies for businesses to grow, sometimes competition principles are set aside
Johannes Benjamin R Bernabe
Philippine Competition Commission Commissioner
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BANKS MAY OFFER WIDER HIGH-END PRODUCTS
The Financial Supervisory Commission of Taiwan issued an interpretive rule that allows banks to conduct trust investments in offshore funds that do not have the nature of a securities investment trust fund, pursuant to article 5 of the Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers. The rule strengthens banks’ com-petitiveness in the market with more diversified products, limited to professional institutional investors, high net-worth corporate investors, and high-asset customers.
MOBILE OPERATORS FACE STIFF SIM PENALTIES
The National Broadcasting and Telecommunications Commission (NBTC) of Thailand will fine mobile phone operators THB1 million (USD27,000) a day for failing to follow its rule on sim card registration within the next 30 days. The regulator’s guideline stated that one person may register a maximum of five numbers with an operator, and anyone wishing to register more must first seek permission from the operators by presenting their ID card.
DECREE MANDATES DATA LOCALISATION
With respect to the 2018 Cybersecurity Law, the Vietnamese government issued decree 53 on data handling, which takes effect from 1 October. The decree states that domestic and certain foreign companies providing specified services (e.g., telecommunications, e-commerce and online payment) will have to store specific types of data in the country for a minimum period of 24 months, and system logs relating to violations of the law must be stored for at least 12 months. Agencies under the Ministry of Public Security and Ministry of National Defence are authorised to enforce cybersecurity regulations and will be required to follow procedures set out in the decree for enforcement actions.
9. July – August 2022
CODE OF CONDUCT ISSUED FOR ESG DATA PROVIDERS
Japan’s Financial Services Agency (FSA) released its code of conduct for environmental, social and governance (ESG) evaluations and data providers on 12 July, and requested public comment. The code of conduct summarises the current status of ESG evaluations and data provision issues in view of future market development, and examines specific data provider actions. It outlines principles, including “securing quality”, which recommends that data providers take steps to ensure the quality of ESG evaluations and data, and human resources development, highlighting the need for data providers to secure professional human resources to ensure the quality of evaluation and data provision services.
MEASURES TO EASE STOCK MARKET VOLATILITY
South Korea’s Financial Services Commission (FSC) will implement a series of measures beginning in July to reduce stock market volatility after the country’s benchmark stock index fell to a 20-month low due to fears of an economic recession. Brokerage firms will be exempt from the requirement to hold at least 140% of the value of each stock purchase to provide credit to their customers. The exemption will be in effect until 30 September. The FSC will also relax regulations governing listed firms’ purchases of their own stock and conduct an investigation into short-selling practices and their potential to disrupt the market.
SWAP CONNECT TO LAUNCH WITH MAINLAND
China and Hong Kong are working to collaborate in establishing mutual access arrangements between the interest rate swap markets of the two places called “swap connect”. According to a joint statement from the People’s Bank of China, the Securities and Futures Commission and the Hong Kong Monetary Authority, swap connect is now subject to regulatory approvals, market readiness and operational arrangements. The new facility strengthens the city’s role as a gateway to Chinese markets after stock connect (2014) and bond connect (2017). Swap connect will create synergy with bond connect and help global investors manage interest-rate risks. Foreign investors can trade onshore interest-rate swaps, but not vice versa at first.
CBDC UNDERWAY, TIMELINE REMAINS UNCLEAR
Taiwan’s central bank has completed trials of its central bank digital currency (CBDC) and plans to make the digital currency available to the public for retail use, although the timeline for the launch is not yet clear. Taiwan started working on a pilot for its CBDC in September 2020, and the central bank has held discussions with at least five commercial banks to develop a retail payment system that would allow people to make payments with a digital wallet. The central bank governor, Yang Chin-long, said that the digital currency would only be issued after properly educating the public about its benefits, setting up regulations, and putting up a legal framework.
DIGITAL ASSET REGULATIONS TO TIGHTEN?
The Monetary Authority of Singapore (MAS) is considering introducing stricter digital asset regulations to protect consumers. The central bank noted that the new restrictions include limiting retail participation in digital assets trading, and rules on the use of leverage when transacting via digital currencies. The MAS is also collaborating with international standard-setting bodies to ensure that these rules are most effective given the cross-border nature of the digital assets market.
Employee stock ownership plans should be an option while, in practice, some companies are forcing their employees to purchase the company shares.
CEO of digital signature provider PrivyID and chairman of the Indonesia Regtech and Legaltech Association in Jakarta
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TAX INCENTIVES EXPANDED FOR VC FIRMS
The Securities Commission Malaysia has enhanced tax incentives for venture capital companies (VCCs) and venture capital management companies (VCMCs) to boost the industry in the country. The tax exemption period for registered VCCs has been extended to five years, or the fund’s remaining life, whichever is shorter. This exemption applies to all statutory income sources, excluding savings or fixed deposit interest and Shariah-based deposit profits. For registered VCMCs, it includes management fees, carried interest, performance fees and part of tax-exempt VCC profits. The commission stated that qualified investments in startups or VCCs must be held for three years. Investors with company revenue can deduct amounts invested in eligible startups or VCCs.
INFRASTRUCTURE LOANS NEED ESIA
The Bangladesh Bank, the nation’s central bank, has updated its guideline on environmental and social risk management in late June to help the country achieve development goals and address sustainability in the financial sector. The new update requires a third-party environmental and social impact assessment (ESIA) for all infrastructure financing, where the client pays for and submits the ESIA with the loan application. The guideline was released in 2017, focusing on social and climatic risks that are important for the country, including environmental and social due diligence for financing infrastructure projects.
10. May – June 2022
DIGITAL ASSET LAWS PLANNED
South Korea’s new government is rushing to introduce digital currency legislation that could be enforced in 2024. A report by Korean news site Kookmin Ilbo indicated that incoming President Yoon Suk-yeol plans to introduce the Digital Asset Basic Act in 2023. These laws would include digital assets and related activities, such as non-fungible tokens and initial coin offerings, into the institutional system to boost investor confidence. The government will also evaluate the Bank of Korea Act, which lays out the plan for a central bank digital currency.
SEOUL FINANCIAL CRIME TEAM RESTORED
Seoul’s Southern District Prosecutors Office reorganised its financial crime division into the Financial and Securities Crime Joint Investigation Team. The predecessor of the investigation team was founded in February 2014 and disbanded in January 2020 as part of then-justice minister Choo Mi-ae’s efforts to reduce direct investigations by prosecutors under the outgoing president Moon Jae-in’s prosecution reform drive. The team now includes seven prosecutors, 29 prosecution investigators and 12 officials from the Financial Services Commission, Financial Supervisory Service, Korea Exchange, and the National Tax Service, which will track illegal funds and capital transfers, collect evaded taxes, analyse companies, collect and analyse transaction data, and seize criminal proceeds.
IN THE NUMBERS
JPX TO INITIATE CARBON MARKET
Japan Exchange Group (JPX) and Japan’s Ministry of Economy, Trade and Industry (METI) will create the country’s first carbon emissions trading market. JPX plans to start a demonstration project for an exclusive market inside the Tokyo Stock Exchange in September, and aims to launch full-scale in April 2023. JPX and the METI expect market openness to encourage more enterprises to trade emissions. Companies would set 2030 emissions reduction goals and the government would validate carbon credits. Those that miss their emissions objectives could buy credits.
BSP ISSUES GUIDELINES FOR RURAL PROGRAMME
The Philippine central bank, Bangko Sentral ng Pilipinas (BSP), has released guidelines for the three-year implementation of the Rural Bank Strengthening Programme to improve the operations, capacity and competitiveness of rural banks due to their vital role in promoting rural development and inclusive economic growth. The programme has four key elements: a strengthened capital base; a holistic menu of five time-bound tracks; incentives and capacity building interventions; and review and enhancement of existing regulations.
This is the first time since 1986 that the [new Philippine] administration which won [the election] had the president and the vice president as a team
Gilbert Raymund Reyes
Founding Partner of Poblador Bautista & Reyes in Manila
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NFT TRANSFER BLOCK TESTS LEGAL OVERSIGHT
In one of the first cases of its kind, the High Court of Singapore issued a freezing injunction against the sale of a non-fungible tokens (NFTs) from the Bored Ape Yacht Club series, which forbade the token to be sold until an ownership dispute is resolved. The law recognises fungible and non-fungible tokens as property to which court injunctions can attach, and the NFT case is a consistent application of that principle that implies investors have rights that can be protected. The claimant frequently borrows on NFTfi, a platform that uses NFTs as collateral for crypto loans, while the defendant’s identity and location are unknown.
SEC PROPOSES STRICTER IT RULES
Thailand’s Securities and Exchange Commission (SEC) will revise its 2016 rules and guidelines on establishing an IT system. The proposed changes aim to: keep up with changing IT usage in business practices and increasingly sophisticated cyber threats; revise preventive measures for addressing security pitfalls that caused IT incidents in the capital market; and update IT rules and guidelines issued by other financial regulators. The goal is to achieve the SEC’s strategic priority of building cyber resilience and ensuring licensed corporations have efficient IT systems that are resilient to cyber threats, and that can efficiently comply with governing rules.
REGULATOR, FSA INK AGREEMENT
The Securities Commission Malaysia (SC) and the Labuan Financial Services Authority (FSA) have signed a memorandum of understanding (MoU) to enhance a 2004 agreement between the two agencies in light of changing business and regulatory landscapes. The memorandum covers the development and regulation of capital market operations in Malaysia. It would allow the Malaysian financial watchdog and the Labuan FSA to increase collaboration in mutually beneficial areas such as risk monitoring and capital market stability, as well as improve technical support, capacity building and information exchange.
DRAFT LAW TARGETS DIGITAL PLATFORMS
On 4 May, the Ministry of Information and Communication of Vietnam released a draft law on e-transaction for public comment, due 4 July. The draft effective date is undetermined. The 104 articles and 11 chapters of the draft will replace the existing Electronic Transaction Law and propose new digital signature, digital identity, trusted services and e-contract regulations for companies serving Vietnam. Chapter VII of the draft regulates digital platforms and is Vietnam’s adoption of the EU’s Digital Services Act and Digital Markets Act.
11. March – April 2022
PHASE 2 CBDC TESTING BEGINS
The Bank of Japan has completed the first phase of its central bank digital currency (CBDC) testing and commenced the second phase in April 2022. The first phase started in April 2021 and focused on the basic functions of a digital yen including issuance, distribution and redemption. Phase 2 will implement various additional functions of the CBDC in the test environment developed in phase 1 and investigate their feasibility and challenges related to anti-money laundering programmes, users’ privacy, and cyber security. However, the bank said it was not yet close to issuing a digital yen.
AMENDED PRIVACY LAW TAKES EFFECT
Japan’s amended Act on the Protection of Personal Information (APPI) comes into effect in April and covers new categories of personal information, including personal-related information and sensitive personal information. Businesses operating in Japan, or that handle personal information from or located in Japan, should review and update their privacy policies and procedures to comply with the new requirements and obligations. The most recent amendment focused on further regulating cross-border data transfers (requiring opt-in consent) by creating new categories of information that are regulated under the law, such as personal-related information.
REGULATORS MOVE ON SENIOR-FRIENDLY MOBILE BANKING
South Korea’s Financial Services Commission (FSC) and the Financial Supervisory Service (FSS) introduced a set of guidelines that will help make mobile bank applications more senior-friendly, which contains 13 key principles categorised into senior user mode and accessibility, user convenience, providing learning content, and setting up safeguards to prevent financial fraud. Banks are expected to introduce updated versions of their mobile applications by the first half of 2023.
TRAVEL RULES ON VASPS ENFORCED
The Financial Services Commission (FSC) announced that the enforcement of the travel rule on virtual asset service providers (VASPs) went into effect on 25 March, pursuant to the revised Act on Reporting and Using Specified Financial Transaction Information. The travel rule aims to prevent money laundering activities using virtual assets by requiring VASPs to provide relevant information about users sending and receiving virtual assets when they are asked to send them to another VASP. The travel rule applies when a VASP transfers virtual assets worth KRW1 million (USD810) or more to another VASP upon the user’s request.
CRYPTO REGULATIONS TIGHTENED
On 5 April, Singapore lawmakers passed a law requiring virtual asset service providers to be licensed for doing business overseas. The Financial Services and Markets Bill, 2022, is an attempt by the Monetary Authority of Singapore (MAS) to ensure that it has adequate oversight over the service providers regarding anti-money laundering and counter-terrorism financing. The new law also gives greater powers to the MAS to prohibit individuals deemed unfit from performing key roles, activities and functions in the financial industry, including individuals providing payment services and conducting risk management. It also imposes a higher maximum penalty of SGD1 million (USD737,000) on financial institutions if they experience disrupted services.
OJK’S EARLY WARNING SYSTEM FOR FINANCE INDUSTRY
Indonesia’s Financial Services Authority, Otoritas Jasa Keuangan (OJK), recently launched a system for monitoring the financial services industry called OJK suptech integrated data analytics (OSIDA). Using big data, the supervisory technology (suptech) will detect early warning signals from compliance checks as early indications of governance weaknesses in bank business activities, potential fraud, data manipulation, and non-compliance with regulations. OSIDA will help OJK supervisors to intervene and take supervisory actions early as an anticipatory step.
HKMA ISSUES GUIDANCE ON DATA PROTECTION
The Hong Kong Monetary Authority (HKMA) issued new guidance for banks to implement effective data governance frameworks and control measures to protect their customer data. Earlier this year, the regulator undertook thematic examinations to assess banks’ customer data protection adequacy and effectiveness. The result revealed that the banks have generally put in place effective control measures on data protection, but areas for improvement were identified. In the new guidance, the HKMA highlights sound practices grouped into four areas: data governance; customer data inventory management; controls over transmission and storage of customer data; and physical and logical security controls of customer data.
PREMIUM FINANCING PROTECTION ENHANCED
The HKMA and Hong Kong’s Insurance Authority (IA) each issued circulars on 1 April, clarifying the supervisory standards and requirements related to premium financing in taking out life insurance policies. The IA circular was addressed to all authorised life insurers and licensed insurance intermediaries carrying on regulated activities concerning long-term business, while the HKMA circular was addressed to all authorised institutions. The important facts statement, premium financing – a standardised format designed to convey information to customers about risk and implications of buying financial products – will be introduced by the HKMA to promote disclosure and facilitate potential policy-holders’ making informed decisions when they intend to use premium financing. The two circulars also touched upon areas including affordability assessment, additional measures for customers with risk of over-leveraging, sales practice and training.
FINANCE SECTOR LAUNCHES CODE OF CONDUCT
The Association of Banks in Cambodia, the Cambodia Microfinance Association and the Cambodian Association of Finance and Technology have collaborated to launch a sector-wide self-regulation initiative called Banking and Financial Institutions’ Code of Conduct (BFI Code) on 4 March. The code sets up the regulatory standard and minimum principles for banking and financial institutions to provide financial services with transparency, responsibility, professional ethics, fair and free competition – and aims for the banking system to grow strongly and inclusively.
The Bank of Thailand (BoT) announced on 25 March a fresh set of banking initiatives designed to position the financial sector for a sustainable digital economy. Following a public hearing in February, the bank recommended provisions for open and virtual banking that would be implemented by the end of 2022. The three key policy directions include: leveraging technology and data to drive innovation through competition, open infrastructure and data; managing the transition to a digital economy and sustainability; and shifting from stability to resiliency when it comes to the supervisory framework, while safeguarding the financial system from risk.
EPF REINFORCES ESG COMMITMENT
Malaysia’s Employees Provident Fund (EPF) on 31 March launched the EPF sustainable investment policy and two supplementary policies to guide the fund in making better informed investment decisions by integrating environmental, social and governance (ESG) considerations in its investment management processes. The launch marks the EPF’s evolution from an ethical to a sustainable investor in its pursuit to become fully ESG-compliant by 2030, and climate-neutral by 2050.
BURSA PROPOSES AMENDED LISTING REQUIREMENTS
The stock exchange of Malaysia, Bursa Malaysia, issued a public consultation paper on the proposed amendments to the main market listing requirements (main LR) and the access, certainty, efficiency market listing requirements (ACE LR) to elevate the sustainability practices and disclosures of listed issuers. The ACE market is sponsor-driven and designed for companies with growth prospects. The exchange proposes that, where appropriate, the sustainability practices and disclosures of the ACE market-listed corporations be strengthened to be on par with those of the main market. For the main market, the exchange proposed requiring the disclosure of prescribed sustainability matters and indicators deemed material for listed issuers across all sectors.
BILL CRACKS DOWN ON DIGITAL CHEQUE FRAUD
The Bangladesh parliament presented the Payment and Settlement Systems Bill on 28 March with a provision for punishing top bank officials for committing bank fraud through digital cheques. Finance Minister Mustafa Kamal submitted the bill to the parliamentary standing committee for scrutiny. As per the bill, the maximum punishment could be five years of imprisonment or a BDT5 million (USD58,000) fine, or both. A provision has been included in the draft law to remove the owner, director, chief executive, manager, secretary or any other official of a company in the case of offences committed by the bank or the company. The proposed law has mentioned punishment for various crimes, but it would not apply to mobile banking services.
SEC PROPOSES EASING SECURITIES MERGERS
Thailand’s Securities and Exchange Commission (SEC) has proposed to amend regulations to ease the process for mergers among securities and derivatives businesses to preemptively apply for a permit for new entities formed post-transaction to begin operating more quickly. The SEC said mergers provided securities and derivatives business operators with greater stability, strength and competitiveness while also lowering operating costs, benefiting investors.
SEC PLANS SPECIAL REGULATOR FOR LENDING FIRMS
The Philippines Securities and Exchange Commission (SEC) plans to create a financing and lending division to regulate lenders exclusively. The SEC’s crackdown on abusive and illegal lending has led to the conviction of 76 individuals based on eight cases of violations of the Lending Company Regulation Act, and the revocation of 2,081 firms. The SEC has been rolling out a campaign on abusive lending companies after the commission received complaints from consumers about the firms’ collecting practices that included threats against borrowers.
BSP APPROVES FRAUD MANAGEMENT RULES
The Philippines central bank, Bangko Sentral ng Pilipinas (BSP), has approved new rules on banks and non-banks’ robust fraud management systems to build its cybersecurity resiliency. BSP circular No. 1140, which the BSP governor, Benjamin Diokno, signed on 24 March, amended the existing IT risk management regulation to reinforce consumer education and awareness of cyber threats, and strengthen cybersecurity and minimise losses due to fraud and cybercriminal activities. The revised circular instructed BSP-supervised financial institutions (BSFIs) to beef up customer protection against fraudulent schemes.
CENTRAL BANK TO REGULATE OFFSHORE LOANS
Economic institutions in Vietnam would be licensed to make offshore loans and provide guarantees to non-residents, according to a draft decision prepared by the central bank, the State Bank of Vietnam (SBV). Under the draft, the central bank requires several basic principles for economic organisations implementing foreign loans and guarantees for non-residents. For example, foreign lending activities should not affect macro safety or socio-political security, and not be contrary to defence, foreign policy and orientations for macroeconomic stability. The organisation must have operated for at least five years with profitable business operations, without bad debts and no overdue foreign debts.
BLUEPRINT ON CRYPTO REGULATION
Vietnam’s deputy prime minister Le Minh Khai has instructed finance, justice, information and communications, the central bank, and relevant agencies in the country to build a legal framework for virtual assets and currency. The blueprint will be created according to the details laid out in Decision 1255, issued by the Vietnamese prime minister in August 2017, approving a plan to develop a legal framework for the management of “virtual assets, digital currencies and virtual currencies”. The new framework comes years after the regulators failed to reach an agreement on how to regulate cryptocurrencies in 2018.
12. January – February 2022
JFTC warns against IPO underpricing
The Japan Fair Trade Commission (JFTC) published a report titled “Understanding the reality of the public offering price-setting process in IPOs” on 28 January. The report warned that setting offering prices for startup companies without sufficient explanation or reasonable grounds may raise concerns under the Anti-Monopoly Act. It also addressed a concern that IPOs can be underpriced to increase the chance of share prices jumping on trading debuts to benefit brokerage clients, at the cost of startups. As the authority pays closer attention to such transactions, securities companies involved in IPOs are strongly advised to review their offering price-setting processes to ensure they are not setting prices unilaterally.
Financial regulator focuses on ESG
Japan’s Financial Services Agency (FSA) has appointed a specialised sub-committee on environmental, social and governance (ESG) evaluation and data providers to formalise discussions with ESG rating and data providers concerning data reliability and quality issues. The members include representatives from Nomura Securities, the Japan Credit Rating Agency, the Japan Sustainable Investment Forum, R&I Credit Ratings, MSCI, Sumitomo Mitsui Banking Corporation, Sustainalytics, Manulife Investment, Resona Asset Management, Nissay Asset Management, Daikin Industries, and the Nippon Keidanren Federation. The Ministry of Economy, Trade and Industry and the Ministry of the Environment were named observers.
New JGB clearing system launched
The Japan Securities Clearing Corporation (JSCC) launched a “Next JGB clearing system” for Japanese government bonds (JGBs) along with a new framework for JGB futures. The new system will improve sell-side participation by replacing a legacy system, covering clearing services for repo transactions and straight cash trade on JGBs. The JSCC also introduced a new “JGB Futures Pair-off Netting” framework to ease settlement operations for clearing members. The new framework was implemented on 11 January, along with the launch of the new clearing system.
TSE lists new segments
The Tokyo Stock Exchange (TSE) announced it will restructure its current stock markets into three new segments – the prime market, the standard market and the growth market. Between September and December last year, listed companies have sent applications for the selection of their new market segments, and the TSE published the results on 11 January. The restructuring will take place on 4 April.
Regulator locks it up on IPOs
On 22 February, South Korea’s Financial Services Commission (FSC) announced its plan to introduce an IPO lock-up period for company executives and top shareholders to ban them from selling company shares shortly after a stock market debut. The FSC’s proposed lock-up rules require a minimum six-month lock-up period on all insider holdings, and introduce a staggered lock-up contracts system to protect investors from price volatility that may arise from a large-scale stock sellout, and promote fair price discovery. The new rules will take effect after approval from the Securities and Futures Commission and the FSC in March 2022.
Data handling bodies in the making
South Korea’s FSC announced a plan to create additional data specialising institutions to promote the data industry in both financial and non-financial sectors. Following an inter-ministerial meeting on 28 July last year, an expert taskforce was set up to review diverse issues concerning the designation process, requirements and standards. The authorities accepted applications from January to February, and plan to make additional designations in the first half of this year.
Watchdog scrutinises NFTs, metaverse
The Financial Supervisory Service (FSS) of South Korea plans to strengthen its monitoring of new trade assets and related developments, including non-fungible tokens (NFTs) and the metaverse, it revealed in its annual work plan released on 14 February. The FSS said it would prepare countermeasures against factors that cause damage to consumers in the rapidly growing digital assets market.
Central bank conducts digital currency trials
The Bank of Korea completed its first phase of a central bank digital currency (CBDC) test in January, and is scheduled to finish the second phase in June. The central bank tested the basic functionalities of a CBDC, including manufacturing, issuing and distribution, in a “simulated environment in the cloud”. The second phase will look into more advanced concepts such as offline payments and enhancing personal information protection.
Discussion paper on stablecoins
The Hong Kong Monetary Authority (HKMA) published its discussion paper on crypto-assets and stablecoins on 12 January, inviting views from the industry and public on the relevant regulatory approach, particularly payment-related stablecoins. The paper considers the adequacy of the existing regulatory framework in light of the growing use of stablecoins and other types of crypto assets in financial markets, and the challenges posed by this increase in their prevalence. The HKMA has requested responses to the paper by 31 March and intends to introduce the new stablecoin regulatory regime by 2023-2024.
New governance rules for Hong Kong listed companies
In December, the Stock Exchange of Hong Kong (SEHK) published conclusions to its consultation on enhancing listed companies’ corporate governance practices and reporting. Since 1 January, the SEHK’s amended listing rules have taken effect, emphasising the importance of good corporate governance as part of any environmental, social and governance (ESG) programme, and highlighting the issuers’ requirement to establish and maintain appropriate governance, and effective risk management and internal control systems. Listed issuers are also required to establish a whistleblowing policy under the new corporate governance code, which was previously a recommended best practice only.
FRC launches climate action taskforce
Hong Kong’s independent auditor regulator, the Financial Reporting Council (FRC), has established the sustainability and climate action taskforce (SCATF) to provide recommendations to the FRC board on strategic actions in developing financial and sustainability reporting.
The members of the SCATF include: Christine Chow, global head of stewardship at HSBC Asset Management; Nancy Tse, independent non-executive director of Link Asset Management and DBS Bank (Hong Kong); Grace Hui, former chief operating officer of the listing division at the Hong Kong Exchanges and Clearing; Melissa Brown, partner at private investment advisory firm Daobridge Capital; Ashley Khoo, board director of the CFA Society Hong Kong; Fox Chu, partner at McKinsey & Company in Hong Kong; Jamie Allen, the founding secretary-general of the Asian Corporate Governance Association; Sammie Leung, partner of one firm services at PwC Mainland China and Hong Kong; Pat Woo, partner at KPMG China.
Government’s first retail green bond
The government launched the inaugural retail green bond under the Government Green Bond Programme for subscription by Hong Kong residents on 15 February. The target issue size of the retail green bond is HKD6 billion (USD768.8 million) with a tenor of three years. Bond holders will be paid interest once every six months at a rate linked to inflation in Hong Kong, subject to a minimum rate of 2%. The subscription period will start from 1 to 11 March.
IN THE NUMBERS
3 blank-cheque companies have been listed in Singapore and seven applications have been received in Hong Kong after both cities introduced their special purpose acquisition companies (SPAC) mechanism as of February.
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77% is the increase in global foreign direct investment, which showed a strong rebound last year, according to the UN Conference on Trade and Development’s (UNCTAD) “Investment Trends Monitor” report released in January
Crypto trading restricted
The Monetary Authority of Singapore (MAS) has issued guidelines on 17 January to rein in cryptocurrency service providers. The guidelines said that digital payment token (DPT) – more commonly known as cryptocurrency – service providers should not promote their services to the general public, as the prices of DPTs are subject to sharp speculative swings.
Furthermore, the MAS stated that DPT service providers should not engage in marketing or advertising of their services in public areas, or through the engagement of third parties. DPT service providers can only market or advertise on their own corporate websites, mobile applications, or official social media accounts.
ACRA seeks balance on transparency
Singapore’s Accounting and Corporate Regulatory Authority (ACRA) completed its public consultation from 17 December 2021 to 28 January 2022 on proposed legislative amendments relating to data, digitalisation and corporate transparency. The proposed amendments include changes to the Companies Act, Accountants Act, ACRA Act, Business Names Registration Act, Limited Liability Partnerships Act, Limited Partnerships Act and Variable Capital Companies Act 2018, relating to data, digitalisation and corporate transparency. If enacted, the amendments will reduce the amount of data filed with the ACRA and limit publicly available personal data.
Updated CCCS guidelines
The Competition and Consumer Commission of Singapore (CCCS) has revised and published a number of guidelines on the Competition Act, 2004, which took effect on 1 February. Following public consultations in 2020 and 2021, the revised guidelines provide further clarity on how both traditional and newer business models will be assessed under competition law by providing guidance on the analytical and procedural frameworks administered by the CCCS under the act.
Thai competition authority rebrand
From 1 January, Thailand’s Office of Trade Competition Commission (OTCC) is now known as the Trade Competition Commission of Thailand (TCCT), mainly to incorporate Thailand into the name for easier reference, especially in the international community. The TCCT logo and website have also been changed to correspond with the new official name.
Authorities restrict digital assets for payment
The Bank of Thailand (BoT) and the Securities and Exchange Commission (SEC) plan to set a regulatory framework to prohibit digital asset business operators from supporting and promoting the usage of digital assets (cryptocurrencies and digital tokens) as a means of payment for goods and services.
The regulation aims to prevent extensive risk to the public and the economic and financial system arising from the usage of digital assets. The BoT and the SEC held a public hearing on the proposed plan from 25 January until 8 February. The feedback will be taken into consideration to set up the appropriate regulatory framework.
Regulator mulls crypto advertising ban
Thailand’s Securities and Exchange Commission (SEC) announced on 14 February a public hearing to collect opinions on its proposal to ban public cryptocurrency advertising and improve all criteria related to such advertising. The SEC said that cryptocurrency advertising must not feature exaggerated, distorted or misleading information, and should specify risks associated with cryptocurrency investment in text and font sizes as prescribed by the commission. The proposal calls for the advertisement of cryptocurrencies to be limited to the official channels of business operators, while ads in public areas will be prohibited. The hearing is set to end on 15 March.
Regulator bans firms from crypto sales
Indonesia’s Financial Services Authority, or Otoritas Jasa Keuangan (OJK) on 25 January warned that financial firms are not allowed to offer and facilitate sales of crypto assets. In a statement, the authority said that the value of crypto assets often fluctuated, and that people buying into digital assets should fully understand the risks.
Green finance guidance for financiers
Indonesia’s Financial Services Authority, or Otoritas Jasa Keuangan (OJK) on 20 January launched a green finance taxonomy, guidelines for financiers wanting to invest in the country’s green economy, as the government seeks to bump up its green credentials. The taxonomy lays out terms to determine how environmentally damaging a business’s operations are in Indonesia. The first version of the taxonomy covered 919 business sectors and subsectors, which would be expanded to 2,733 sectors and subsectors listed under Indonesia’s standard industrial classification.
Central banks enhance cross-border payments
The central banks of Indonesia and Malaysia, Bank Indonesia and Bank Negara Malaysia, have launched a cross-border QR payment linkage that will enable instant, secure and efficient cross-border payments between two countries.
Consumers in both countries will be able to make retail payments by scanning the quick response code Indonesian standard (QRIS) or DuitNow QR codes displayed by offline and online merchants. The linkage will be expanded in the future to support cross-border remittance where users in both countries can make real-time fund transfers.
We don’t put much emphasis on diversity and inclusion itself … [but] diversity and inclusion may increase the expertise and competitiveness of a law firm in the long run
Vice president and general counsel at SK Biopharmaceuticals, and senior vice president of the Korea In-house Counsel Association in Seoul
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Decentralised autonomous organisations [DAOs] are described as autonomous because they operate in accordance with rules that are encoded in smart contracts, rather than in accordance with articles of association, shareholder agreements and written law. To a large extent, the ‘rule of code’ replaces the ‘rule of law’
Co-editor of Technology and Corporate Law – How Innovation Shapes Corporate Activity (Edward Elgar Publishing, August 2021).
Godwin also contributes a regular column called Lexicon to China Business Law Journal
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New regulations on real estate
The government of Vietnam recently released decree No. 02/2022/ND-CP detailing the implementation of a number of articles of the law on real estate business. The decree, which will take effect on 1 March, provides updated legal requirements, particularly concerning the conditions for organisations and individuals conducting real estate business, templates for real estate contracts, transfer of lease-purchase contracts for existing houses and construction work, transfer of sale contracts and lease-purchase contracts for residential houses to be built in the future, and transfer procedures for the whole or part of a real estate project.
Government lowers value-added tax rate
The National Assembly of Vietnam issued decree No. 15 on 28 January, which reduced the value-added tax (VAT) rate for qualified goods and services from 10% to 8% for several services from February until the end of the year. The VAT reduction applies to all goods involved in import, manufacturing, processing and trade. However, taxpayers are required to issue a separate invoice for goods and services eligible for the reduction.
New licensing requirements for cloud providers
Effective from 1 January, Malaysia has required cloud service providers to apply for an applications service provider class licence from the Malaysian Communications and Multimedia Commission.
The new rule was introduced to develop standard operating procedures surrounding cloud services around the industry’s data protection, security and protection. A grace period until 31 March will be given for relevant providers to submit their applications for a licence before the regulation comes into full force.
Framework issued for digital insurers
The central bank, Bank Negara Malaysia, has issued the licensing framework for the digital insurers and takaful operators discussion paper, which outlines a newly proposed regulatory framework for digital insurers and takaful (an Islamic insurance system) operators.
The document represents the next phase of the central bank’s initiative to encourage digitalisation within the financial sector, and follows its licensing framework for digital banks issued on 31 December 2020. It is anticipated that digital insurers and takaful operators will contribute to the bank’s objective of increasing insurance and takaful penetration in the unserved and underserved market.
Taiwan Constitutional Court act amended
Taiwan’s amended Constitutional Court Procedure Act came into effect on 4 January to revise the Taiwan Constitutional Court’s (TCC) administration. The amendment added a new type of litigation, i.e. constitutional complaint against final court decisions, to the court’s jurisdiction and enabled it to exercise a power of concrete review on top of its abstract review powers.
Following this development, the court’s caseload is expected to increase significantly in the first several years. The amendment will also establish a new chamber system, each consisting of three justices, to dismiss a petition without the deliberation of the full house.
Cabinet approves changes to IP laws
Taiwan’s cabinet, the Executive Yuan, on 20 January approved and passed a draft amendment of the Copyright Act and Trademark Act to the Legislative Yuan for review. The amendment was proposed and drafted by the Taiwan Intellectual Property Office to facilitate Taiwan’s accession to the Comprehensive and Progressive Trans-Pacific Partnership (CPTPP) based on differences in regulations found in 2016 between the Trans-Pacific Partnership Agreement (CPTPP’s original incarnation) and those of Taiwan. Once the draft is ratified into law, the amendments will facilitate Taiwan’s international participation and regional competitiveness in economic trade.
SEC drafts umbrella fund rules
The Securities and Exchange Commission (SEC) of the Philippines announced on 21 February its plan to allow investment companies to operate as umbrella funds that can create sub-funds with segregated assets and liabilities, which would provide investment companies and their fund managers with greater operational flexibility and cost savings.
The commission has released the proposed rules on creating and operating umbrella funds for public comment until 4 March. Under the draft rules,
an existing investment company may convert into an umbrella fund by amending its articles of incorporation and registration statement to conform with the requirements set by the
Central bank tightens outsource lending
The Philippines’ central bank, Bangko Sentral ng Pilipinas (BSP), has banned lenders from outsourcing inherent banking functions, including taking deposits from the public, granting loans, managing risk exposure and general management to avoid disruptions to operations.
The BSP, in circular No. 1137, directed banks to assess whether an outsourcing arrangement is material or non-material to the business. An outsourcing arrangement is material if a business disruption of an outsourced activity, service delivery failure, or data or security breach would significantly impact the bank’s operations, financial condition, reputation, customers, and compliance with laws, rules and regulations.
Cyber security bill updated
The Ministry of Transport and Communications on 13 January issued a revised Cyber Security Bill, 2022, almost a year after the declaration of a state of emergency. The bill restates the repressive provisions of the first draft, released in February 2021, and inserts more serious provisions threatening the safety and security of Myanmar’s digital economy. The bill aims to secure cyber systems, protect critical information infrastructure, protect the privacy of personal data of individuals, and manage cyber attacks.
13. November – December 2021
Deposit-backed digital currency test
Japan plans to launch a deposit-backed digital currency in 2022. The currency, provisionally called the DCJPY, will use blockchain distributed ledger technology. The digital currency will use a common platform to speed up transactions. The test run for the currency was started in late November, according to the Digital Currency Forum – a consortium of more than 70 Japanese companies, banks, local governments and organisations. Japan’s Financial Services Agency and the central bank, Bank of Japan, will be observers to the test run.
Rare earth minerals a national security issue
Japan’s new Foreign Exchange and Foreign Trade Law declared the procurement of rare earth metals is a matter of national security and public interest. Beginning 4 November 2021, foreign investors may require approval and submission of post-acquisition reports and filings before acquiring shares of companies engaged in the rare earth minerals business. The move is in response to China banning the export of rare earth minerals to Japan in 2010. The Japanese government hopes to ensure a stable supply chain and procurement of all necessary resources by closely monitoring foreign exchanges and ensuring the stability of its manufacturing sector as demand for rare earth minerals increases globally.
Merger control rules target ‘killer acquisitions’
Korea’s antitrust enforcer has set new rules to target “killer acquisitions”, i.e. the acquisition of small innovative startups by larger established companies. The Korea Fair Trade Commission (KFTC) has set transaction values at KRW600 billion (USD500,000) and established a separate local test to ensure that the target entity has a significant level of activity in the Korean market. The new rules stipulate that the target entity must have: (1) sold or provided products or services in the Korean market to at least 1 million people monthly; (2) have an annual budget of KRW30 billion related to leasing R&D facilities or using R&D personnel in Korea; or (3) other similar factors, further notified by the KFTC. The new thresholds went into effect on 30 December 2021 and will apply to all future transactions.
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APIL clarifies ambiguous dispute resolution laws
South Korea has amended the Act on Private International Law, clarifying previously ambiguous international dispute resolution laws. The amendments provide standards for determining international jurisdictions in disputes involving foreign elements, clarifying cases where Korean courts can exercise jurisdiction. Litigants can now accurately predict whether Korean courts will exercise jurisdiction over international disputes.
KoFIU completes VASP review
The Korean Financial Intelligence Unit (KoFIU) has completed its initial review of virtual asset service provider (VASP) business registrations and approved 29 registrations, with five entities still pending on the 24 September deadline. In total, 42 VASPs filed for registration with the authority and 29 were approved, of which 24 were crypto exchanges and five were wallet or depository service providers. KoFIU postponed five approvals, while eight others withdrew.
IN THE NUMBERS
86% of banks have adopted or plan to adopt fintech in their operations, according to a survey by the Hong Kong Monetary Authority
27 countries in the Asia-Pacific account for about 76% of global coal generation capacity, according to Coal Phase Out and Energy Transition Pathways for Asia and the Pacific, a report by the UN Economic and Social Commission for Asia and the Pacific
56% of law firms in our survey reported adding to their lawyer numbers, while 40% said that lawyer numbers remained roughly the same year-on-year. However, 64% of law firms in the survey kept their billing rates the same, and 30% have increased their rates compared to last year.
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SCM relaxes fundraising rules
Security Commission Malaysia has revised the equity guidelines to facilitate greater access to fundraising in Malaysia. The new guidelines will enable business combinations through the issuance of securities as consideration for a qualifying acquisition (QA). It broadens the avenue for special purpose acquisition companies (SPACs) to obtain additional financing by allowing private placements for QAs.
Additionally, the threshold for shareholder approval of a QA has been reduced from a 75% majority to simple majority approval. The minimum IPO price has also been raised from MYR0.5 to MYR2 (USD0.12 to USD0.48).
Payment system operators targeted
The Malaysian government released a new set of requirements and guidelines for payment system operators on 15 December 2021. Operators must now ensure the safety, efficiency and reliability of payment systems, and they must preserve public confidence in their systems and instruments. They must also ensure that payment systems are aligned with relevant international standards, such as the principles for financial market infrastructure by the Bank for International Settlements.
Stronger workplace discrimination laws
Malaysia has amended its 66-year-old employment law, bringing significant changes to provisions relating to pregnancy and maternity, discrimination, forced labour, and requirements for hiring foreign employees. The Employment (Amendment) Bill, 2021, makes it an offence to fire an employee for being pregnant, placing the burden of proof on the employer to show that the termination was not related to the pregnancy.
The penalty for failing to investigate a sexual harassment case was increased to MYR50,000 (USD12,000) from MYR10,000. The act has introduced anti-forced labour stipulations, making it illegal for an employee to threaten, deceive or force an employee to do a service and prevent them from leaving before the service is done. All foreign employees seeking to work in Malaysia will now require the approval of the Director General of Labour. Earlier, they merely needed to submit particulars to the director.
IDX relaxes listing norms
Indonesia has eliminated previous regulations, making it easier for companies to go public. The new regulations remove the minimum requirements for assets and profits before submitting an IPO, specifically targeting tech companies that aim to go public. By removing minimum requirements, the IDX will allow often loss-making tech companies to go public on the IDX, allowing greater investment opportunities for Indonesian tech companies. The IDX also said it would make adjustments for businesses to remain listed to maintain the quality of listed companies.
Tax laws overhauled
Indonesia has overhauled its tax laws with the introduction of the Taxation Harmonisation Law. The Omnibus amends many tax codes, with the biggest changes coming to VAT, income tax, carbon tax, tax amnesty, and excise provisions. Certain goods and services previously exempted from VAT have been removed such as social, postal, financial, insurance, education, public transportation and labour. The law increases annual income levels previously excluded from income tax, while carbon emissions are taxed to reduce greenhouse gas emissions, and a tax amnesty is regulated by requiring taxpayers to disclose asset values. Excise in Indonesia is also getting an overhaul by changing the governmental procedure for adding goods subject to it.
Green laws strengthened
Indonesia has issued a presidential regulation (PR) on carbon value and controlling greenhouse gas emissions. The PR sets rules on the implementation of carbon economic value (CEV), and defines it as the value of each unit of greenhouse gases emitted from human/economic activities. It also introduces mechanisms to implement CEV, and outlines methods for achieving the nationally determined carbon contribution targets set by previous climate agreements. Indonesia will regulate carbon trading, incentivise results-based payments for emission reductions, and levy carbon content through taxes.
You have to understand your client, what their needs are, and the journey they go through before they make a decision, so that you can jump in right there when they need you most
Marketing Director at Al Tamimi & Company in Dubai
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HKEX adopts SPAC listing rules
Hong Kong Exchanges and Clearing Limited (HKEX) has set new rules for special purpose acquisition companies (SPACs) that will go into effect on 1 January 2022. Key improvements to open-market initial listing requirements, voting redemption and mandatory independent private investment in public equity (PIPE) investments will allow experienced and reputable SPAC promoters to source listings from new and innovative industries. HKEX Head of Listing, Bonnie Chan, said: “The new rules will be implemented broadly as proposed, with amendments to accommodate some commercial factors, while ensuring the quality of listings.”
Fintech standards introduced
The Hong Kong Monetary Authority (HKMA) has issued a circular to establish fintech competency standards for financial services companies. The HKMA collaborated with the Hong Kong Institute of Bankers and the banking sector on development of the standards to create a strong fintech talent pipeline and enhance professional talent in the financial services industry. The framework proposes that employers should support employees in attending examinations and training that meet the framework’s criteria, keep records of the training and qualifications obtained by employees, and provide them with assistance in applying for grandfathering and certification, and fulfilling training.
Fraud open to summary judgment
Hong Kong has amended the Rules of the High Court (cap 4A) and the Rules of the District Court (cap 336H) to abolish the fraud exception rule. The amendments, in effect from 1 December 2021, have en-larged the scope of summary judgments to cover an action begun by writ, which includes a claim based on an allegation of fraud. With the legislative changes, a party with a claim based on an allegation of fraud will be able to apply for summary judgment at an early stage of the proceedings, without a full trial, on the basis that the other side has no defence.
Insurance authority names new head
Stephen Yiu Kin-wah has been appointed chairman of the Hong Kong Insurance Authority. He will succeed Moses Cheng Mo-chi, who retired after six years. Yiu will serve for three years with effect from 28 December 2021. “I am honoured by this appointment,” he said. “Dr Cheng has built a solid foundation, which should enable me to partner with stakeholders to maintain market stability and protect policyholders while spurring the sustainable development of the local insurance industry.”
SGX updates ESG disclosure norms
As of 1 January, the Singapore Exchange will require companies to disclose board diversity and report climate-related data. All issuers must provide climate reports on a “comply or explain” basis. Climate reporting will be mandatory in 2023 for issuers in financial services, agriculture, food and forest products, and emerging industries.
Issuers in the materials and buildings, and transportation industries must report by 2024. Issuers will also be required to address diversity in gender, skill and experience, and other relevant aspects of diversity, and set plans and timelines for fixing any issues. Further, all issuers are to subject sustainability reporting processes to internal review and all directors have to undergo a one-time sustainability training.
FSC issues climate risk disclosure norms
Taiwan’s Financial Supervisory Commission (FSC) has issued guidelines for insurers on climate risk disclosures. The guidelines are expected to be implemented from 2022, and insurers will be required to make disclosures for the previous year before the end of June each year, starting from 2023. Insurance companies must disclose information on climate-related risk management in terms of governance, strategies, risk management, and metrics and targets, according to the FSC. It will require insurers to establish mechanisms for climate-related risk management. The regulator aims to use the guidelines to enhance the quality and transparency of ESG disclosures by insurers, and strengthen the disclosure of climate-related information.
New guidelines for online lenders
The Philippines Securities and Exchange Commission (SEC) has drafted new rules on fintech registration and online lending in line with efforts to stamp out abusive and predatory practices. Under the guidelines, no financing or lending company is allowed to own, operate or use online lending platforms or engage in fintech without prior approval and registration with the SEC. Financing companies who fail to comply with the new regulations will be subject to fines of PHP100,000 (USD2,000) for a first offence and PHP200,000 for a second offence, with daily penalties of PHP400, on top of basic penalties. The proposed guidelines will apply to both existing and newly registered financing and lending companies.
Cross-border transactions easier
Thailand relaxed many cross-border transactions and online activity rules on 23 November 2021. The relaxed rules will permit more individuals to operate or engage in foreign currency exchange activities.
Business Law Digest is prepared by Jeremy Chapnick