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The business law resource for Latin America
Select specific jurisdictions to filter on. Alternatively select no jurisdictions and select questions below to see all jurisdiction answers for them.
Select specific questions to filter on. Alternatively select no questions and select jurisdictions above to see all question answers for them.
Which laws, regulations and administrative rulings govern the offering and trading of securities and how are they proposed, adopted and amended?
What is the rationale behind this legislation?
Which regulatory authorities oversee capital markets and what is the scope of their jurisdiction?
How is financial fraud and price manipulation in capital markets regulated?
What sanctions and remedies can the regulatory authorities impose?
What are the private remedies an investor may pursue?
Give details of the frequency and nature of enforcement actions or private actions. Describe whistle-blower protection and incentives under the regulations.
What is the legal definition of a ‘security’ and which types of securities are commonly traded?
How are securities offered and sold to the public?
What are the disclosure requirements for securities issuers for both public and private offerings?
Are there exemptions from securities registration?
Do your accounting standards differ in significant ways from other jurisdictions’ generally accepted accounting principles?
To the extent that the International Accounting Standards Committee’s International Financial Reporting Standards have not been fully implemented, is full convergence planned? What is the expected timetable?
Does your jurisdiction offer policy and tax incentives to invest in the capital markets?
Please describe the applicable tax withholding regime, the customary exceptions and the commonly used standard tax-planning devices.
Where and how are securities traded?
Where and how do securities clear? Can securities denominated in a foreign currency clear?
Please provide a general description of securities settlement systems in your jurisdiction.
What are the distinguishing characteristics of your debt and equity capital markets?
Where and how are derivatives traded?
Can you explain development of structured finance instruments in your country?
How are institutional investors defined and regulated?
Can foreign broker dealers offer and sell securities in the jurisdiction? To which investors and under what circumstances?
What is the definition of ‘insider trading’, and who enforces the insider trading law? Outline the major developments in insider trading law giving details of any recent cases.
What are the roles of the authorities when a foreign issuer makes a public offering? Who has jurisdiction over the public offering?
Is there a formal understanding with other jurisdictions to share information and provide reciprocal assistance in enforcement matters? If so, which jurisdictions?
Describe the framework for corporate governance.
Which governing bodies (board of directors, audit committee etc) are required for public companies? What are their main functions and duties?
Are there any laws governing capital markets that are unique to your jurisdiction?
How do authorities and issuers resolve matters that are not expressly provided for in the securities laws and regulations?
Which types of companies may make public offerings in your jurisdiction?
Which economic activities or segments are the most active in the capital markets in your jurisdiction?
Describe the main stock exchanges and OTC networks.
Describe recent initiatives undertaken by the government to improve the regulation and efficiency of its capital markets and, if applicable, to incentivise or facilitate companies’ access to the capital markets.
Describe the main obstacles that a company may confront in your jurisdiction when it is trying to become public. Describe any reform that you feel should be a national priority to improve capital raising by companies.
Michael L Fitzgerald,
and Joy Gallup
Paul Hastings LLP
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