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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.

AEON Thana Sinsap closed its second credit card securitization, which was also the second such deal for Thailand. The Bt 2.28 billion ($59 million) securitization of credit card receivables was the first to use subordinated bond tranches. Allen & Overy's Bangkok office advised arranger and manager Citicorp Securities while Baker & McKenzie acted as seller's counsel. Bangkok head of banking Stephen Jaggs led the Allen & Overy team.

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.

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.

Under the EU Prospectus Directive certain exemptions from the obligation to publish a prospectus apply to the public offer of particular types of securities. However the issuer must make a document available that contains specific information on such an offering.

In its 2006 report on money laundering and financial crimes the US State Department reported that "the Republic of Cyprus has put in place a comprehensive anti-money laundering regime". While noting that, like all other major financial centres, Cyprus remains vulnerable to international money laundering activities, the report's assessment is that Cyprus has developed a framework of measures that comports with international standards.