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The Fair Trade Commission of Korea (FTC) has amended its guidelines for filing an antitrust clearance/business combination report, with effect from July 1 2003.

On May 14 2003 a bill was submitted to Dutch Parliament that seeks to cancel the existing requirement of having to notify the debtors in the event of assignment of receivables under Dutch law. The explanatory memorandum to the proposal states as the principal reason for the proposed cancellation, the unforeseen development since the introduction of the requirement in 1992 of financial products that involve a transfer of a portfolio of receivables, in bulk and at the same time, as is the case in a securitization. In addition, the proposal intends to bring Dutch law in line with similar legislation in countries such as the UK, Belgium, France and Germany.

The EU Insurance Winding-Up Directive has recently been implemented by Irish legislation (SI No 168 of 2003). This legislation applies to reorganization measures adopted or winding up proceedings commenced on or after April 29 2003 and, subject to certain exemptions, requires EU member states to recognize reorganizations and winding-up proceedings of insurers authorized in other EU member states even where such proceedings are dealt with differently by domestic law.

The Japanese government has amended laws that relate to securities exchanges In order tto cope with global competition among stock markets. The amendments were promulgated on May 30 2003 and will take effect on April 1 2004. Of the amendments, three changes are of particular importance.

The Companies (Amendment) Bill 2003 introduced in the Parliament on May 7 2003, seeks to ensure better corporate governance practices and promote investor protection. The Bill restricts subsidiaries from becoming a holding company of another company. It makes identification of promoters mandatory to prevent occurrence of vanishing companies, thereby making it easier to trace assets. It raises the minimum subscription of application amount of shares from 5% to 25%. If the minimum subscription is not reached, the amount must be refunded within eight days of closing with interest at bank rate. The Bill bans auditors from simultaneously providing other services such as actuarial services, accounting/book-keeping and internal audit services. It adds grounds for the disqualification of auditors found to be linked to a client's financial interest.

With a view to further protecting investors in Hong Kong, the Hong Kong Stock Exchange and the Securities and Futures Commission (SFC) recently published a Consultation Paper on Regulation of Sponsors and Independent Financial Advisors.

Since January 1 2002, the purchaser of at least 30% of the stated capital of a listed German stock corporation has been obliged to submit an offer to the remaining shareholders to acquire their shares. Since January 1 2002, if a purchaser owns at least 95% of the stated capital, the German Stock Corporation Act offers the possibility of squeezing out the minority shareholders by way of a resolution of the general meeting on payment of an adequate cash compensation.

Since the enactment of The Provisional Regulations on Foreign-Funded Mergers and Acquisitions of Onshore Enterprises on April 12 2003, the restrictions on foreign investors who wish to acquire a company or the assets of a company that is wholly-owned by the People's Republic of China (PRC) have been relaxed.

One of the most tricky aspects of an M&A transaction involves the transfer of information during the due diligence stage. In Canada, this process has traditionally occurred through the use of a physical data room. But this method of due diligence is not without its problems and inconveniences. Since 2000, electronic data rooms (EDRs) have been increasingly used internationally in a variety of types of transactions. But M&A practitioners have been cautious in adopting EDRs to support their due diligence processes. This may be attributable to the sensitivity of information in M&A deals, security concerns and perceived costs associated with the new technology.

The Finnish Parliament in February 2003 approved a new Act on Statutory Limitations (ASL). The aim of the ASL is to harmonize the several different periods of limitation in the current Finnish legislation. But the ASL will be a general act (lex generalis) and as such will be superseded by any special act (lex specialis) containing special limitation periods. The ASL is expected to become effective during the first part of 2004.