Handbook of Hybrid Instruments
Handbook of Hybrid Instruments

Author: Israel Nelken

Publisher: John Wiley & Sons

Published: 2000-07-26

Total Pages: 272

ISBN-13:

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An indispensable tool to steer readers thought the complex maze of hybrid instruments! Hybrid instruments - essentially bonds with an equity component - are found in a multitude of guises. This generic heading encompasses a seemingly endless array of financial instruments, including convertible bonds, mandatory convertibles, reverse convertibles, preferred shares, ELKS, DECS and Lyons. Within each one of these instruments are found a wide range of variations and features. These include reset, negative pledge, screw and forced conversion clauses, as well as step up coupons, call schedules, call options with soft and hard protection etc. The range of possibilities can seem bewildering, but it is this very flexibility which proves a huge attraction for investors, issuers and financial institutions. On the sell side companies issue these securities and corporate service departments advise on the type of options to include in them. On the buy side, investment managers seek to build portfolios with limited risk exposure using these securities and hedge funds utilise arbitrage opportunities between the convertible bond and the common share. The opportunities are endless but the seemingly labyrinthine complexities can prove daunting. The Handbook of Hybrid Instruments helps steer a clear path through the maze. Izzy Nelken has drawn together a team of experts to provide in-depth analysis of many of the key issues that both sellers and buyers require in order to operate effectively and profitably. A general introduction is followed by specific information on key clauses and variations, valuation methods, the impact on a firm's value following the public issuance of convertibles, details on when an issuer should call a convertible and the impact of these provisions on the price, the difficult requirement of input data to make sense of the models, indexes and reset convertibles. Finally, a highly useful glossary is provided of all the key terms used in this field. An analytical CD is also provided with the book, containing sample software of ConvB++. ConvB++ combines complex state of the art models with a simple, user friendly interface to assess fair values prices and to hedge parameters of hybrid instruments. The Handbook of Hybrid Instruments is an indispensable explanatory and analytical tool for all professionals looking for the latest thinking on convertibles from some of the world's leading experts.

Capital Structure and Corporate Governance
Capital Structure and Corporate Governance

Author: Lorenzo Sasso

Publisher: Kluwer Law International B.V.

Published: 2013-08-01

Total Pages: 248

ISBN-13: 9041148515

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Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.

Hybrid Financial Instruments in International Tax Law
Hybrid Financial Instruments in International Tax Law

Author: Jakob Bundgaard

Publisher: Kluwer Law International B.V.

Published: 2016-11-15

Total Pages: 498

ISBN-13: 9041183183

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Financial innovation allows companies and other entities that wish to raise capital to choose from a myriad of possible instruments that can be tailored to meet the specific business needs of the issuer and investor. However, such instruments put increasing pressure on a question that is fundamental to the tax and financial systems of a country – the distinction between debt and equity. Focusing on hybrid financial instruments (HFIs) – which lie somewhere along the debt-equity continuum, but where exactly depends on the terms of the instrument as well as on applicable laws – this book analyses their treatment under both domestic law and tax treaties. Key jurisdictions, including the EU, some of its Member States, and the United States, are covered. Advocating for a broader scope of application of HFIs as part of the financing of companies in Europe alongside traditional sources of debt and equity financing, the book addresses such issues and topics as the following: • problems associated with the debt-equity distinction in international tax law; • cross-border tax arbitrage and linking rules; • drivers behind the use and design of HFIs; • tax law impact of perpetual and super maturity debt instruments, profit participating loans, convertible bonds, mandatory convertible bonds, contingent convertibles, preference shares and warrant loans on HFIs; • financial accounting treatment; • administrative guidance; • influence of the TFEU on Member States’ approaches to classification of HFIs; • interpretation of the Parent-Subsidiary Directive by the European Court of Justice; • applicability of the OECD Model Tax Convention; and • implications of the OECD Base Erosion and Profit Shifting (BEPS) project. Throughout this book, the analysis draws upon preparatory works, case law, and legal theory in English, German, and the Scandinavian languages. In conclusion, the author considers tax policy issues, and identifies and outlines possible high-level solutions. Actual or potential users of HFIs will greatly appreciate the clarity and insight offered here into the capacity and tax implications of HFIs. The book not only examines whether existing legislation is sufficient to handle the issues raised by international HFIs, but also provides an in-depth analysis of the interaction between corporate financing and tax law in the light of today’s financial innovation. Corporate executives and their counsel will find it indispensable in the international taxation landscape that is currently coming into view, and academics and policymakers will hugely augment their understanding of a complex and constantly changing area of tax law.

Practical Guide to Financial Instruments
Practical Guide to Financial Instruments

Author: Santosh Maller

Publisher: Bloomsbury Publishing

Published: 2021-05-15

Total Pages: 800

ISBN-13: 9390176395

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About the book Accounting for financial instruments under Ind AS is generally complex. In India, we do not have much of a history of a comprehensive and robust accounting framework for financial instruments. Historically, accounting for financial instruments is primarily based on form rather than the contractual terms of instruments. Focus on accounting for financial instruments started only since 2007. Owing to global financial crisis which raised issues regarding accounting treatment of financial instruments, various accounting standards setting bodies examined the robustness of accounting for financial instruments. Further, Ind AS transition resulted in high-quality, principles-based, globally comparable financial reporting of large Indian companies. Accounting for financial instruments under Ind AS is quite robust and comprehensive. Towards this end, this book attempts to provide insights and in-depth analysis on interpretative issues and complex principles in the Ind ASs dealing with financial instruments. The requirements of Ind AS 32, Financial instruments: Presentation, Ind AS 109, Financial instruments, and Ind AS 107 Financial instruments: Disclosures are extensively dealt with. There are separate chapters addressing: Scope of the requirements. Debt/equity classification. Classification. Recognition and Derecognition. Subsequent measurement. Fair values and impairment. Hedge accounting. Presentation and Disclosures. Implications on key provisions of Companies Act, 2013. ICAI's Guidance Note on Accounting for Derivative Contracts. This book is intended to help the companies to identify Ind AS requirements that are relevant to them and evaluate various aspects of financial instruments accounting. The book would be an immensely useful referencer for professionals, practitioners and corporates. Key features - To simplify the reading experience, the chapters include a brief, easy to understand, summary of the relevant topic, followed by Frequently Asked Questions (FAQs) on the chapter. - Covers examples-based illustrations of complex topics. - Covers case studies on hedge accounting with journal entries, guidance for hedge documentation and effectiveness testing. - Includes real life extracts of disclosures of financial instruments. - Covers the amendment related to LIBOR and other interbank offered rates ('IBORs') issued by the Ministry of Corporate Affairs vide Companies (Indian Accounting Standards) Amendment Rules, 2020 on 24 July, 2020. - Covers key implications of Ind AS under Companies Act, 2013.About the book

Hybrid Financial Instruments, Double Non-Taxation and Linking Rules
Hybrid Financial Instruments, Double Non-Taxation and Linking Rules

Author: Félix Daniel Martínez Laguna

Publisher: Kluwer Law International B.V.

Published: 2019-06-12

Total Pages: 685

ISBN-13: 9403510846

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Hybrid Financial Instruments, Double Non-taxation and Linking Rules Félix Daniel Martínez Laguna Hybrid financial instruments (HFIs) are widespread ordinary financial instruments that combine debt and equity features in their terms and design and may lead to double non-taxation across borders. This important book provides a deeply informed and critical analysis and guide to the “linking rules” developed to combat double non-taxation stemming from HFIs within the framework of the Base Erosion and Profit Shifting project of the Organisation for Economic Co-operation and Development (OECD) and the anti-avoidance initiatives of the European Union (EU). These complex rules have now become essential in international taxation. The book deals incisively with crucial theoretical and practical issues as the following: Economic and legal reasons for financing business activity through debt instruments, equity instruments and/or HFIs. Qualification of financial instruments from different perspectives such as economics, corporate finance, corporate law, financial accounting law, regulatory law and tax law and their interrelation. The concept of double non-taxation as a mere outcome of parallel exercises of sovereignty by different states and the role it plays within the international debate. The concepts of tax planning, tax avoidance and the misleading concept of aggressive tax planning within a tax competition international scenario and their relation with HFIs. Comprehensive policy, legal and technical detail and explanation of the linking rules proposed by the OECD (i.e., BEPS Project Action 2) and the EU (e.g., Anti-Tax Avoidance Directive). The (in)compatibility of linking rules with existing tax treaty rules and EU primary law. The author refers throughout to relevant model convention provisions, EU case law and a vast number of references of official documentation and literature. With its detailed attention to the concept and legal nature of HFIs and double non-taxation, the critical and comprehensive analysis of the linking rules developed by the OECD and the EU, this provocative book allows to reconsider the legality of these linking rules and will quickly become a much-used problem-solving resource for policymakers, tax practitioners, tax authorities and tax academics. This book allows to rethink whether linking rules relate to a solution or create actual legal issues.

Accounting for Risk, Hedging and Complex Contracts
Accounting for Risk, Hedging and Complex Contracts

Author: A. Rashad Abdel-Khalik

Publisher: Routledge

Published: 2013-10-08

Total Pages: 592

ISBN-13: 1136489290

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With the exponential growth in financial derivatives, accounting standards setters have had to keep pace and devise new ways of accounting for transactions involving these instruments, especially hedging activities. Accounting for Risk, Hedging and Complex Contracts addresses the essential elements of these developments, exploring accounting as related to today's most relevant topics - risk, hedging, insurance, reinsurance, and more. The book begins by providing a basic foundation by discussing the concepts of risk, risk types and measurement, and risk management. It then introduces readers to the nature and valuation of free standing options, swaps, forward and futures as well as of embedded derivatives. Discussion and illustrations of the cash flow hedge and fair value hedge accounting treatments are offered in both single currency and multiple currency environments, including hedging net investment in foreign operations. The final chapter is devoted to the disclosure of financial instruments and hedging activities. The combination of these topics makes the book a must-have resource and reference in the field. With discussions of the basic tools and instruments, examinations of the related accounting, and case studies to help students apply their knowledge, this book is an essential, self-contained source for upper-level undergraduate and masters accounting students looking develop an understanding of accounting for today’s financial realities.