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Cyprus was not party to the delays associated with the creation of the European Company (Societas Europeae (SE)) entity as the country acceded to the EU on May 1 2004, six months prior to the coming into force of the SE Regulation (EC/2157/2001) on October 8 2004.

Bosnia and Herzegovina (BiH) is close to finalizing the 16 points of the EU's feasibility study requirements and is opening negotiations for a stabilization and association agreement (SAA) in December 2005. In order to reach the standards required by the EU, BiH will be required to ensure the establishment of single domestic market, a business friendly tax regime and elimination of needless bureaucratic barriers. A key requirement of the EU will be reforms to the tax environment.

The new PRC Securities Law, which becomes effective on January 1 2006, provides a long-awaited private placement exemption. Article 10 says that no public offering of securities is allowed unless approved by the China Securities Regulatory Commission (CSRC) or other ministries authorized by the State Council. The new law defines a public offering and says that any of the following acts will be considered a public offering: (i) any open issuance of securities to non-specific offerees; (ii) any issuance of securities to more than 200 specific people; (iii) any other issuance activity as stipulated by laws or administrative regulations. The new law provides that issuers that use general advertising, general solicitation, or other dissemination to the public will not have the benefit of a private placement exemption.

Fulbright & Jaworski opened affiliated offices in Dubai and Riyadh focusing on energy, project finance, defence procurement, hospitality, tourism and international dispute resolution. John Lonsberg and Mark Bisch, specialists in international commercial transactions, joined the firm from Bryan Cave as partners to lead the Middle East practice. Senior counsel Sam Eversman and Hassan Elsayad, plus senior associates Amgad Husein and Stanley Rice, were also appointed. The Dubai office is associated with Al-Mehairi Legal Consultants, while the Riyadh office is associated with Kadasa Law Firm.

Bangkok Bank, HSBC and TMB Bank acted as arrangers on Thailand's largest securitization to date. The THB10.3 billion ($250 million) issue of securities was backed by lease revenues from government offices in Chaengwatthana. It also marked the Royal Thai Government's debut securitization. White & Case, led by Manida Zimmerman, advised the arrangers. The Thai Government was advised by the attorney-general's office.

Andrews Kurth and Vinson & Elkins helped Basic Energy Services float on the New York Stock Exchange (NYSE). Andrews Kurth advised the company, which provides services and equipment to oil and gas well sites across the southern and western US states, on the $250 million initial public offering (IPO). Vinson & Elkins acted for the lead underwriters Credit Suisse First Boston and Goldman Sachs.

Linklaters and Freshfields Bruckhaus Deringer advised on the first issue of bonds with warrants by a European issuer since 2001. The €500 million issue of fixed-rate step-up notes with warrants by Espírito Santo Financial Group (ESFG) is one of the largest non-mandatory convertible (equity-linked) deals of 2005. It is also the first Luxembourg listing of notes with warrants since the implementation of the Prospectus Directive. Linklaters, led by London partner Keith Thompson, advised manager Lehman Brothers. Freshfields acted for ESFG.

Since the invention of the limited liability company, the possibility to incorporate with limited liability has tended to have the adverse effect of transferring uncompensated trading risks from shareholders to creditors.

IFLR chooses the regulatory, legislative and transactional trends to watch out for over the coming 12 months. By Ben Maiden, Siew-Fong Leung, Daniel Andrews and James Rice

Hedge funds are increasingly interested in Japan as the economy recovers and reforms ease investment. But the regulatory environment remains challenging and funds must be aware of the risks. By Christopher P Wells