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A recent German ruling gives international lenders certainty that German courts will uphold English law jurisdiction clauses. By Sven Schulte-Hillen and Markus J Friedl

Provisions making takeovers difficult Limitation of voting rights

The Capital Markets Board (CMB) communiqué on principles regarding proxy voting at the general assembly of shareholders meetings of publicly held joint stock corporations, proxy solicitation, and tender offers is the main piece of legislation regulating the obligation to launch a tender offer when one party or parties acting together, directly or indirectly, acquires 25% or more of the share capital and voting rights or control of a publicly held joint stock corporation.

On October 15 2005, the Securities and Futures Act of Singapore was amended to introduce changes to the securities offering regime that have clarified the position on public offers. The aim of the amendments is to make fundraising easier and less cost-prohibitive for small and medium-sized enterprises (SMEs) by dispensing with the need for a prospectus. The clarity in the definition of what amounts to an offer to the public is achieved by classifying all offers of securities (shares, debentures or units of shares and debentures) as a public offer unless the offer docks within a safe harbour.

Mergers, divisions and changes in the form of Latvian companies fall under the reorganization rules. This summary covers the main legal and tax points to be taken into account in reorganizations in Latvia.

As of January 10 2006, a new book-entry transfer system for corporate bonds will begin operation. This system, which will be available to both domestic and foreign issuers for all new corporate bond issues, is another step towards conversion of the Japanese bond market from the old recorded bond system to a truly paperless bond transfer system. It is believed that all existing recorded corporate bonds will also eventually be converted into book-entry corporate bonds.

On December 29 2004, the National Assembly passed the Employee Retirement Income Security Act (ERISA) to introduce a more comprehensive employee retirement pension plan, including derivation of and alternatives to the current severance scheme. ERISA took effect in December 2005, and the introduction of new retirement pension plans sponsored by employers is a milestone, not only for employee benefits and welfare in Korea, but also for the Korean financial market.

The purpose of this article is to examine the practical implications of the EU Prospectus Directive (2003/71/EC), rather than to further educate the reader on its origins, content or precise application. As expected in the wake of such an ambitious legislative advancement, many useful summaries have been generated, with most commentators extolling the virtues of the Directive. As the dust settles however, it has become apparent to some that the Directive is somewhat flawed.

The Copenhagen Stock Exchange (CSE) has launched its alternative market place for small and medium-sized companies that could be candidates for public offerings without satisfying all requirements needed for larger companies.

Questions persist over landmark securitization reforms in the US. By Ben Maiden