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An inevitable consequence of the financial crisis has been an increased appetite for disputes. Whether seeking to recover collateral from insolvent banks, unwinding contracts by invoking material adverse change (Mac) clauses or claims of mis-selling complex products, the litigation market is much more active.

Uría Menéndez advised a group of creditors on the restructuring of debt belonging to the Sanahuja Group shareholders in Spanish real estate company Metrovacesa. In return, the creditors will receive 65% of Metrovacesa's share capital. They have also acquired the real estate assets of other Sanahuja Group companies. Freshfields Bruckhaus Deringer and Vialegis Asesores Legales y Tributarios advised the Sanahuja Group.

Companies should learn from each other's liability management successes and failures, and act as soon as possible

Davis Polk & Wardwell advised Banco Bilbao Vizcava Argentina Puerto Rico on a $200 million rights offering of 1.75% senior notes due in 2011.

Broker-dealers should redraft standard documentation when dealing with sub-accounts of investment funds

Bond buybacks have a number of pitfalls for Asian companies. And distressed M&A can be even more complicated

In Opinion Number 09-04, dated February 16 2009, the Office of the General Counsel of the Securities and Exchange Commission ruled that whether or not a securities offering is public (and, therefore, must comply with the registration requirements under the Securities Regulation Code or SRC) depends on the surrounding circumstances. The test, according to the Opinion should be: "Is there a sufficient subsisting connection between the company or the person making the offer and the persons to whom the offer is made as friends, customers, or co-adventurers or are the persons mere outsiders? If they are mere outsiders the offer is made to the public, and in such case the fact that the offer is made to a limited class, for example to the members of a single company (not being the company offering its shares), or to the members of a few companies, or to the members of a particular profession, or to the investors in a particular class of companies, does not make it less an offer to the public."

The system of internal control over financial reporting in Japan under the Financial Instruments and Exchange Act (FIEA) was implemented as of the fiscal year starting on April 1 2008. Under this system, executive officers of listed companies are obligated to evaluate their company's internal control over financial reporting and to file the results of such evaluation in the form of an internal audit report with the Financial Services Agency (FSA). In this report, executive officers should state material weakness if they judge any material weakness exists in the company's internal control over financial reporting. The report should also be audited by outside accounting auditors before being filed with the FSA. Since most Japanese companies have a fiscal year that ends in March, June 2009 will be the first time most companies file such a report.

Early this year, HSBC predicted that 2009 may be a "difficult year" for Vietnam's stock market. In contrast, Ernst & Young's Global Megatrends 2009 reported that "economic power is moving from developed to emerging economies". It also identified countries as diverse as Egypt, Iran and Vietnam as having the potential and conditions to rival Brazil, Russia, India and China. With this backdrop, there is greater possibility that 2009 may be a good year for Vietnam. One of the leading securities company in Vietnam, Thang Long Securities Company reported early this year that Vietnam's securities market may be considered "attractive in the context of low price-earnings ratio and low market capitalisation on GDP." If investors grab the opportunity to invest in Vietnamese stocks given the current low price-earnings ratio and eventually sell at high prices, then Vietnam can be considered a good market for investment in 2009.

Consob in communication number 9019104 of March 2 2009 has set forth rules to be followed by intermediaries when offering illiquid financial instruments to retail investors. Illiquid financial instruments are not only bank bonds, insurance policies and over-the-counter derivatives, but may also include plain vanilla instruments to the extent that there may be difficulties to obtain a prompt liquidation.