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The first Corporate Governance Code in Slovenia was signed in March 2004 by the Ljubljanska borza (the Ljubljana Stock Exchange), the Zdruzenje Managerjev Slovenije (the Manager'' Association of Slovenia) and the Zdruzenje clanov nadzornih svetov (the Association of Supervisory Board Members).

The Portuguese Government has approved the new regime on mortgage bonds and mortgage credit institutions.

On December 23 2005, the Dutch government sent a bill to parliament regarding the implementation in the Netherlands of the EU Directive on takeover bids (commonly known as the 13th Directive). Under the 13th Directive, the member states are required to adopt legislation forcing persons who acquire control of a listed company to make a full and fair offer to all holders of that company's shares. As such, the 13th Directive aims to protect the relevant company's minority shareholders.

In the wake of several recent high-profile battles over corporate control involving the adoption of defensive measures, newly imposed statutory and stock exchange requirements now provide for various disclosure obligations and restrictions regarding the adoption and implementation of defensive measures, aiming to protect the interests of existing shareholders and investors in general. Meanwhile, more and more Japanese companies are choosing to adopt defensive measures against potential hostile takeovers.

The Indonesian banking system was reformed with the enactment of Law no 3 of 2004, which amended Law no 23 of 1999 concerning the Bank of Indonesia and Law no 10 of 1998 which amended the Law no 7 of 1992 concerning Banking Law. In compliance with Article 37B of the Banking Law which oblige banks to insure public funds and in line with the Bank of Indonesia's function as lender of last resort, and also the government's intention to create an Indonesia financial safety net, the government created a Deposit Insurance Agency (DIA), which took over the task of the Indonesian Bank Restructuring Agency (IBRA) as the executor of the government's blanket guarantee scheme under Presidential Decree no 26 of 1998 as amended by Presidential Decree no 17 of 2004 concerning guarantee on payment obligation of commercial banks and Presidential Decree no 193 of 1998 concerning guarantee on payment obligation of rural banks.

The rise in private equity buyouts has forced some bond issuers into investor protection clauses. But recent deals suggest issuers' counsel can stand firm in negotiations. By Daniel Andrews

The general rule of priorly made offers outlined in part I of this article (see IFLR March edition) itself raises several issues.

Gustavo Ordonhas Oliveira of Simmons & Simmons Rebelo de Sousa in Lisbon explains how the new tax regime in Portugal will make it easier to issue, buy and sell the country's corporate bonds

How will new regulatory capital rules affect securitization in India? Tessa Hoser and Ruth Wang of Freehills compare them to those of another expanding market, Australia, to find out

David Childs was voted global managing partner of Clifford Chance. He will take over from Peter Cornell on May 1 on a four year term. Childs, the firm's global chief operating officer, was unanimously elected after no other partners stood against him. He is a corporate specialist who has been a partner at Clifford Chance since 1981. In another uncontested election, Mark Stewart was voted the next managing partner of the firm's London finance practice, also effective from May 1.