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Seth Aronson, Robert Stern and Michael Walsh argue that US courts have been right to bar shareholder derivative claims for CEO disgorgement under Sarbanes-Oxley

Clifford Chance, Linklaters, and Shearman & Sterling lead winners

A consortium of Spanish banks issued a European medium-term note (EMTN) programme valued at €3 billion. The transaction, which is compliant with the EU Prospectus Directive and Spanish corporate requirements, is one of the first EMTN programmes listed on the regulated market of the Luxembourg Stock Exchange.

Under Hungarian capital markets law, the mechanics of public takeover offers work under the general principle of priorly made offers. This concept raises several unanswered issues in practice.

In December 2005, a consortium of five international private equity firms backed a €10 billion solicited public tender offer for all shares in the Danish telecom provider TDC A/S. TDC is listed on the Copenhagen Stock Exchange and also on NYSE.

On February 9 2006, the Presidential Decree of the Corporate Income Tax Law was promulgated. It contains specific procedures relating to obtaining prior approval and refunds of withholding tax with respect to Anti-Tax-Haven Rules. A person wishing to obtain prior approval must submit an application together with: (i) a certificate of residence; (ii) copies of the certificate of incorporation and the articles of incorporation; (iii) names and addresses of directors; (iv) details and shareholding of shareholders; (v) number of employees and description of business; (vi) an explanatory note regarding economic or business motives for making the investment; (vii) the method of financing the investment; (viii) distribution details or plan after receipt of Korean-sourced income; and (ix) income tax applications submitted to the relevant tax authority in the jurisdiction of its incorporation, audit reports and financial statements for the past three years. The National Tax Service must notify of its approval or disapproval within three months from the date of receipt of the application.

State-owned enterprises (SOEs) in Indonesia are governed by Law 19/2003. Pursuant to Article 93 of this Law, as of June 19 2005 there will only be two forms of state-owned enterprises: SOEs in the form of a limited liability company, known as persero, and SOEs in the form of a general company, known as perum. The Article requires that all utility companies, or perjan, must be transformed into persero or perum by this date.

China's newly amended Securities Law, which took effect in January 2006, has modified provisions that relate to disclosure liabilities. The new Securities Law introduces a sliding scale of liability for three separate classes of defendants when a required disclosure document contains untrue statements or omissions of material fact.

A unique refinancing by two Indonesian companies could signal a rise in demand for multi-tiered debt issued by Asian borrowers, say Sabrina Maguire and Robert Mason

China's newest investment treaties will strengthen the position of foreign investors. Robert Greig and Claudia Annacker explain