Thailand’s Office of the Securities and Exchange Commission (the “SEC Office”) has revamped various rules relating to private placements by listed companies with a view to streamlining the offering process and reducing the documentation required for submission to the SEC Office. Most of these rules were revised by the Capital Market Supervisory Board on December 28, 2022, and will come into effect on July 1, 2023. The key amendments in the new rules are summarized below. Elimination of Application Requirement Issuers are no longer required to apply to the SEC Office prior to offering their shares via private placement, according to new rules laid out in the Notification of the Capital Market Supervisory Board No. TorChor 28/2565 Re: Permission for Listed Companies to Offer Newly Issued Ordinary Shares via Private Placement (the “TorChor 28/2565 Notification”). The rules detailed in this notification will replace the current private placement rules under the Notification of the Capital Market Supervisory Board No. TorChor 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Ordinary Shares via Private Placement. Under the TorChor 28/2565 Notification, issuers may offer their shares via private placements that are share offerings to no more than 50 high-net-worth or ultra-high-net-worth investors within 12 months, share offerings valued at no more than THB 20 million within 12 months, or share offerings to institutional investors (excluding share offerings to the issuer’s directors or employees), so long as the issuer complies with its information disclosure and corporate approval requirements, which remain mostly unchanged under the new notification. To fulfill these requirements, notice of a shareholders’ meeting must be submitted to all shareholders at least 14 days in advance, and the offering must be approved by a supermajority vote of the shareholders, which means approval by at least three-fourths of the shareholders present and

On April 25, 2023, Myanmar’s Ministry of Planning and Finance issued a standard operating procedure (SOP) requiring entities and individuals remitting foreign currency equivalent to more than USD 10,000 out of Myanmar to clear their tax payments prior to the remittance. The SOP took effect on May 1, 2023. This is the latest development since Myanmar began imposing restrictions in April 2022 on the remittance of foreign currency out of the country, implemented by the Central Bank of Myanmar and the Foreign Currency Supervisory Committee. The SOP requires the remitters described above to obtain certain documents evidencing payment of all requisite taxes and duties, and to submit them to their licensed authorized dealer (AD) bank as part of the remittance process. The documents required as evidence differ depending on the purpose of the remittance. The SOP details three main categories, as summarized below. Payments for Interest, Royalties, Trademarks, Copyrights, or Services A remitter of foreign currency for payment of interest, royalties, trademarks, copyrights, or services, must first apply to the Internal Revenue Department (IRD) for evidence that all applicable withholding tax has been paid. In addition, if the country to which the payments are being remitted is party to an avoidance of double taxation agreement with Myanmar, evidence of the recipient’s tax residency must also be submitted to the AD bank. Payments for Goods A remitter of foreign currency to pay for goods must submit the necessary IRD forms along with evidence that corporate income tax and other applicable taxes have been paid. Evidence may include a tax clearance certificate for the fiscal year, the company name, the taxpayer name, and the taxpayer identification number (TIN). Salary Payments A person remitting, in foreign currency, salary earned in Myanmar must submit the required form showing that they paid income tax

On March 28, 2023, Cambodia’s Ministry of Economy and Finance and Ministry of Commerce issued Inter-Ministerial Prakas No. 168 on Penalties for Persons Violating the Law on Competition. This release was in line with the country’s recent establishment of a framework and thresholds for merger filings. The penalties for violating the Law on Competition center on the following three offenses: 1.  Entering into vertical agreements. This can be done by: requiring buyers to resell goods or services in limited geographic locations; requiring buyers to resell goods or services to specific customers or specific types of customers; requiring buyers to purchase goods or services from one seller only; preventing sellers from selling goods or service to other buyers; or requiring buyers to buy additional goods or services that are not related to the goods or services being sold. 2. Abusing a dominant market position. This can be done by: requiring or persuading suppliers or customers to not do business with competitors; refusing to supply goods or services to competitors; selling goods or services subject to commercial terms that require buyers to buy other goods or services separately that are not related to the purpose of the transaction; selling goods or services below production cost; or refusing to give competitors access to the necessary means of selling their goods and services. 3.  Undertaking a business combination that actually or potentially restricts or distorts market competition. Each of these violations is punishable by a fine of 3% to 10% of the infringer’s total turnover during the period of violation, limited to three years. Next Steps The first half of 2023 has seen three new regulations strengthening Cambodia’s competition law framework, as noted above. Although certain unclear terms do remain, regulators are expected to issue additional decisions in 2023. For more details on

In 2018, following enactment of the Myanmar Companies Law (MCL), the Directorate of Investment and Company Administration (DICA) launched Myanmar Companies Online (MyCO), an official online platform for corporate registration. The MCL required companies to re-register in MyCO, but some companies did not complete this step within the date provided by the law. In addition, the MCL introduced a requirement for companies to file an annual return through MyCO. Some companies have also failed to do this, which can eventually lead to DICA automatically striking the company’s name from the register. If a company has not re-registered, it must follow specific administrative procedures to “activate” the company in MyCO. There are also administrative procedures allowing for restoration of companies that have been struck from the DICA register. This article considers the ramifications of each of these scenarios and outlines potential next steps for companies facing these challenges. Activating a Company Not Yet Re-registered Prior to enactment of the MCL, all companies were formed under the Myanmar Companies Act 1914, which was the primary law governing registration and operation of companies in the country. Once the MCL was passed, companies were required to re-register online via MyCO by January 31, 2019. For companies that did not re-register on MyCO, the company’s name, old registration number, and registration date under the Myanmar Companies Act 1914 was recorded in MyCO, and the status of the company was set as “Not Yet Re-registered.” Companies assigned this status should not assume that it means the company was struck off the DICA register. Rather, the DICA states that if a company is listed as not re-registered on MyCO, it can still re-register by fulfilling the requirements specified in the MCL. In order to re-register under the MCL, the company must obtain a court order to