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Allen & Overy and White & Case helped complete the $135 million financing for Cygnus LNG Shipping's liquefied natural gas (LNG) tanker project. The vessel is scheduled for delivery in January 2009 and will provide LNG transportation services to Tokyo Electric. Tokyo partner Henrik Gordenker led the White & Case team acting for Cygnus LNG Shipping and the sponsors, which included Tokyo Electric, NYK Lines and Mitsubishi. Allen & Overy advised the lenders and Mizuho Corporate Bank as arranger.

Germany finally enters inflation-linked bond market The Federal Republic of Germany became the latest country to issue inflation-linked bonds last month. The €5.5 billion 10-year issue was underwritten by a Goldman Sachs-led syndicate and was placed in Germany and the international markets. Hengeler Mueller partners Hannes Schneider and Hendrik Haag lined up for the German government while Freshfields Bruckhaus Deringer advised the managers. The bond is listed on the Frankfurt exchange and the German treasury indicated that it plans to increase the issue to €15 billion and enter the market on a regular basis in future.

The law of November 14 on European companies domiciled in Spain came into force on November 16 last year. It has been seized by Spanish legislators to amend some sections of the 1989 Law on Stock Corporations. The most important changes are explained below.

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.