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Japanese issuers grapple with Sarbanes-Oxley Following the passage of Sarbanes-Oxley, most Japanese reporting companies are taking affirmative steps to comply with the new US corporate governance requirements. By Masahisa Ikeda, Isamu Watson and Satoko Kato

How greenshoe options have developed in Japan Underwriters have only recently begun to use greenshoe options in public offerings in Japan. Significant legal reform has occurred in this area, but some changes are still required say Miyuki Ishiguro and Shinichi Araki

Poison pill takeover defences will remain part of Europe's corporate landscape after EU governments backed a weakened version of the EU Takeover Directive.

After a six-year legislative process, the Austrian Parliament has enacted the Substitution of Equity Act (Eigenkapitalersatz-Gesetz (EKEG)), which will come into force on January 1 2004. The Act deals with the concept of a shareholder loan that replaces equity and is treated as equity (Eigenkapitalersatz) when a company is in financial crisis - a peculiarity of German and Austrian corporate law. In the absence of explicit statutory provisions, the Austrian Supreme Court (Oberster Gerichtshof (OGH)) has so far applied a modified approach of German law principles to shareholder loans substituting equity (eigenkapitalersetzende Gesellschafterdarlehen).

Structuring a commercial mortgage-backed deal akin to a whole business securitization was a crucial part of Fosters' strategy in selling its pubs business. Matthew Allchurch explains

The National Association of Securities Dealers has taken the latest step aimed at stamping out abusive allocations of shares. Charles Gittleman and Russell Sacks explain

ANZ Banking Group's purchase of The National Bank of New Zealand was the largest trans-Tasman transaction yet, the largest New Zealand M&A deal and involved the largest Australian rights issue ever, at A$3.6 billion ($2.68 billion).

The Hague: Dutch utilities are turning to private finance A €400 million financing in The Hague has introduced the Dutch equivalent of private finance initiative deals to the country's utilities.

Germany: once more a source of true-sale deals in Europe Deutsche Bank completed Germany's inaugural true-sale commercial mortgage-backed securitization in December, the first deal to take advantage of legislative changes that came into force during the summer.

The first mortgage-backed bond issue under the new securitization law in Greece has put in place a template for future deals.