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The debate over debt pushdown mechanisms in secured financing of listed company acquisitions has been going on in Turkey since the late nineties. With increasing investment by foreign private equity funds, the scope of this debate is broader, and covers the use of a target company's assets for securing the financing of an acquisition. The CMB's approach to this structure is controversial. Recently, it had an unpleasant experience when a private equity fund backed out of a deal due to a lack of financing. According to public disclosures made by the target, a fund that had agreed to purchase the company's shares terminated its agreement with the sellers on the ground that it had financing-related problems caused by economic fluctuations. The CMB's position was that such problems would not have occurred had the financing not been secured by the target company's assets. Reportedly, this led to the CMB's position that investors who wish to acquire shares in Turkish companies should secure their own financing instead of relying on the target's assets as collateral. The reasoning is that the use of the assets puts the minority shareholders in a difficult position.

The takeover or acquisition of a controlling interest in any privately-held Indonesian company must now be approved by its shareholders, be published in an Indonesian newspaper and requires settlement of objections that creditors may have. This is the result of the enactment of the new Company Law (Law 40/2007) that was signed into law in August. In line with the previous company law, acquisition of control is not defined. Either a 50% plus one share test will be applied, or the control test that applies to takeovers of listed companies: 25% share ownership, or the ability, directly or indirectly, to appoint and dismiss the members of the board of directors and board of commissioners or to amend the articles of association. The requirements apply whatever the size of the company or the industry it is engaged in.

Chip makers classified as warmongers

Taku Umezawa of Nagashima Ohno & Tsunematsu describes the bank regulation environment in Japan as the country emerges from the ''lost decade''

Turkey

Volker Glas of Cerha Hempel Spiegelfeld Hlawati outlines the developments affecting bank lending in Austria over the past year

Mark Curtis, Isabella Roberts and Jeremy Cruse of Simmons & Simmons identify the factors that have affected the EU's aim to create a level playing field for takeovers

Tips on what to watch out for in global merger control. By Susanne Zuehlke and Gaby Eickstaedt of Latham & Watkins, Brussels

United States

Bear Stearns validates oral trading agreements