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How to negotiate the complex but important working capital adjustments in an acquisition

Derivatives in China need several reforms if they are to work, including a safe harbour for close-out netting and better definitions

Bailed-out banks Merrill Lynch slipped up

The Romanian National Securities Commission (NSC) has issued Instructions number 5 regarding the notification procedures to be complied with by undertakings for collective investment in transferable securities (Ucits) from member states, effective from August 24 2007. The Instructions set out the notification rules both for situations where a member state Ucits markets units in Romania, and where a Romanian Ucits markets units in other member states.

Luxembourg has gained recognition as an international private equity hub. Existing and new legislation is relied on for the structuring and implementation of major international private equity transactions and/or funds. The number of dedicated risk capital investment funds (SICARs) increased by 60% to reach 173 at the end of the year; 2007 also saw the implementation of the law of February 13 2007 relating to specialised investment funds (SIFs). Since then, we have seen an unbroken thirst for alternative fund structures, with a special focus on the SIF, which offers significant corporate and investment flexibility with the benefit of a favourable tax treatment in an environment with recognised supervision. SIFs have encountered an enormous success, with more than 200 SIFs launched in 2007 alone. A significant number of SIFs have been launched that invest in primary and secondary direct as well as indirect private equity transactions.

Legislative decree 179 of October 8 2007 has established a Chamber of Conciliation and Arbitration at Consob. It will manage disputes arising between investors and intermediaries when intermediaries breach the obligation of information, correctness and transparency that is part of their contractual relationships with investors. The proceeding must last no more than 60 days from the date of filing of the initial petition. The investors that may benefit from the conciliation and arbitration proceedings are non-professional customers. The organisation of the Chamber and the rules for the proceedings are to be established by Consob, subject to prior agreement with Banca d'Italia, within 12 months of the date of enactment of decree 179.

Under Decree-Law 193/2005, in force since January 1 2006, investment income and capital gains arising from debt instruments issued by Portuguese entities are exempt from Portuguese income tax, provided the beneficiaries (i) have no residence, head office, effective management or permanent establishment in Portugal to which such income is attributable; (ii) are not domiciled in a blacklist jurisdiction; and also (iii) are non-resident entities that are not held, directly or indirectly, in more than 20% by Portuguese residents.

From the fiscal year beginning after April 1 2008, a statutory quarterly reporting system, as prescribed by the Financial Instrument and Exchange Law (FIEL), will be implemented. Now a quarterly disclosure system for listed companies, based on the stock exchange requirements, exists, but the introduction of a statutory system will make quarterly disclosures a mandatory requirement under FIEL, and attempt to ensure timely and prompt disclosure of financial and corporate information more appropriately.

As regulators search for the roots of the credit crunch, loose underwriting standards and "soft fraud" by originators have been highlighted by the UK's Financial Services Authority

Clifford Chance is applying for a licence to operate in Abu Dhabi.