Costa Rica Ley de Biodiversidad, Ley No. 24,, de 27 de junio de Peru Ley que establece el régimen de protección de los conocimientos colectivos. The Capital Markets Law No. 26, (hereinafter, the “CML”);; Law No. 24, of Common Investment Funds and its amendments;; Law No. 24, when the income derived from them belongs to quota holders of funds duly authorized by the Argentine Securities Commission.
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This article is intended to provide readers with basic information concerning issues of general interest, It does not purport to be comprehensive or to render legal advice. It establishes the jurisdiction of the commercial courts to review the resolutions or penalties imposed by the CNV, in contrast to the regulations set forth by current LMC, which grants jurisdiction for this type of matters to the contentious-administrative courts.
Bill to Amend the Capital Markets’ Law – Tax Aspects
The transactions are authorized by the Argentine Securities Commission, under segments that ensure priority of price-time and interference of offers. For companies, to the extent that the aforementioned funds are authorized by the Argentine Securities Commission and for the proportion of the investments carried out in Argentina, Section 64 of the Income Tax Law non-computable income will be applicable for the income distributed deemed non-computable if the investment had not been made through a mutual fund.
This amendment will ensure more predictability and legal certainty, according to the expertise of the commercial courts on capital markets matters. The bill to amend the Capital Markets Law submitted by the Executive to the Congress amends several tax rules.
Correlatively, the amendment of section 19 i is proposed, by eliminating the power of the CNV to declare, without initiating prior administrative proceedings, irregular and ineffective for administrative purposes the acts subject to pey control, when they are contrary to law, the regulations of the CNV, the bylaws or the rules issued by entities and approved by the CNV. That in a month period, the subject and its controlling group or group of control, by means of Law No.
However, the foreign beneficiaries will be subject to Income Tax if they do not fulfill the following requirements: Among them, it is worth mentioning the following: Mutual Funds not included in the first paragraph of Section 1 224083 Law No. This is provided that the following conditions are met: The Capital Markets Bill also makes certain amendments to the legal regime applicable to the negotiable obligations aiming primarily to modernize this regime to achieve a greater and more efficient use of this type of instruments.
The new wording intends to avoid possible conflicts of interest between the CNV’s sanctioning powers and its own resources. It is also clarified that the OPA procedure is ex-post, meaning that the obligation to promote the takeover bid is subsequent to the acquisition of control.
The exemption provided in Subsection w of Section 20 of the Income Tax Law is applicable if the shares are placed through public offering and the transaction is authorized by the Argentine Securities Commission, under segments that ensure priority of price-time and interference of offers; otherwise, it is necessary to fulfill certain requirements related to the free number of shares.
One of the innovations introduced by the Capital Markets Bill in this matter is that the notification to assigned debtors in the event of constitution of a pledge over present and future receivables is not required, as long as this notification is replaced by the publication of the notice in the Official Gazette.
For this reason, the Capital Markets Bill seeks to eliminate the existing regulatory asymmetries, promoting the development of the Closed FCI in order to highlight its aptitude for financing of productive activity.
Through the reforms introduced by the Capital Markets Bill, the following laws will be modified and changes will be introduced in the subsequent regulations: Below are the main modifications: Financial Trust — Income Tax Financial Trust under certain requirements may be able to deduce the sum considered distribution of profits. The Capital Markets Bill also provides more precise parameters for the determination of the “fair price” and its calculation in the OPA in the event of change of control, delisting and squeeze-out.
However, the foreign beneficiaries will be subject to Income Tax if they do not fulfill the 244083 requirements:. Financial Trust under certain requirements may be able to deduce the sum considered distribution of profits.
The deadline for submitting the offer is one 1 month as from the date when the controlling interest is obtained.
Bill to Reform the Capital Markets Law
Both have an unequal development principally because tax matters affect the Closed FCI. Closed FCIs are composed of: The new text grants the CNV the power to issue rules establishing under which assumptions an offer of securities will not be considered a public offering, but a private placement.
In this case, the publication must be accredited prior to the beginning of the placement period. In line with the most modern comparative law, and with the objective of granting agility and improving public offerings of shares, the Capital Markets Bill incorporates section 62 bis that modifies the regulation of pre-emptive rights in public offerings.
With regard to voluntary takeover bids, it is established that the offeror may set the price at their own discretion without the fair price guidelines being applied. Changes to the pre-emptive right in public offers In line with the most modern comparative law, and with the objective of granting agility and improving public offerings of shares, the Capital Markets Bill incorporates section 62 bis that modifies the regulation of pre-emptive rights in public offerings. Supervisory over external auditors Within the CNV’s regular supervisory powers on the external auditors of such entities subject to the public offering regime, the Capital Markets Bill establishes new and main powers of this entity.
Another of the main points of the Capital Markets Bill aims at the expeditiousness of the issuance and use of the negotiable obligations.
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In line with the delimitation of the liability introduced by the Capital Markets Bill, the unlimited joint and several liability of the Management Company or the Depositary Company regarding damages to the quotaholders for the breach of their obligations is overturned, stating that they are individually liable for such damages.
Collateral Agents for syndicated loans Considering the absence of a specific regulation on syndicated loans, the Capital Markets Bill introduces a new regulation in this matter, establishing that, if there are two 2 or more creditors, the parties may agree on the creation of mortgage and pledged collaterals in favor of a Collateral Agent, who will act for the benefit of the creditors and, in this case, the secured credits may be transferred to third parties, who will benefit from the collateral on the same terms as the assignor.
The most important reforms and regulations introduced by the Capital Markets Bill are analyzed below.