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US banks and lawyers face confusion about the tests used to determine their liability on securities fraud. Ben Maiden reports from New York

Seven months after the SEC implemented new reporting rules for corporate counsel, Linda Madrid of the Association of Corporate Counsel says legal departments are responding well but still fear potential noisy withdrawal reforms

Michael Evans surveys the approach to legal staffing among some of Europe's biggest companies

Continuing their challenge to the ratable-payment interpretation of pari passu clauses in cross-border debt, Lee C Buchheit and Jeremiah S Pam trace the evolution of the clause to find out what it truly means

Simon Crompton analyzes the performances of the best securitization practices in last year's growing structured finance market

A new Act allows Swedish mortgage lending institutions to issue covered bonds, providing them the same financing means as their EU counterparts. The Swedish parliament passed the Covered Bonds Act in late December 2003.

The Takeover Board is a federal commission established under the Swiss Federal Act on Stock Exchange and Securities Trading (SESTA). It has jurisdiction to issue general rules and ensure compliance of public offers with the provisions of SESTA. In particular, potential offerors and their legal advisors should be aware of the following recommendations issued by the Takeover Board.

In January 2004 the Russian government issued a number of regulations clarifying the application of certain tax exemptions under the Production Sharing Agreements (PSA) regime. In particular, the government approved the list of documents that a PSA investor is required to file with the customs office in order to obtain customs exemptions and with the tax authorities to obtain property and transport tax exemptions. Although these exemptions originally provided for in Charter 26(4) of the Tax Code, their practical implementation to date was not possible as it was contingent upon further regulatory acts of the government.

The long-expected decree of the Ministry for Economy and Finance, to be issued in accordance with the provisions of Article 41 of Law 448 of December 28 2001, has been published.

Both voluntary and mandatory tender offers for companies listed in Denmark are regulated by the Danish Securities Trading Act and the Danish Securities Council's Executive Order on tender offers. Decisions and statements made by the Danish Securities Council and Copenhagen Stock Exchange form an important supplement to the regulations. There is no parallel to the UK yellow book.