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Asian issuers of securities in the EU face potentially expensive, time-consuming and uncertain disclosure obligations under Europe's new prospectus laws. By Swain Roberts and Denise Cheong of Linklaters Allen & Gledhill

Primary offerings have given way to rights issues in the equity markets, but big clients still needed money last year. And, as Simon Crompton finds out, they turned to US firms to help raise it

Stock Exchange organization Euronext has eliminated the so-called all-or-nothing order as of September 1 2003, whereby investors and traders can ensure that a stock exchange order is either completely executed out or not executed at all. According to the stock exchange, this type of order confuses investors and too little use is made of it. This is particularly important with stocks that are rarely traded. Because of a lack of counterparties, an ordinary stock exchange order often leads to partial execution of the order. This results in high costs. Sometimes partial execution is inadequate for the acquisition of the necessary number of parts. According to Euronext, the all-or-nothing order leads to a lack of clarity among investors. "Confusion exists if the share price conforms to the limit set, but the order is not performed due to the number of parts not corresponding," it said. According to Euronext, too little use is made of the order in The Netherlands. "Less than 1% of the turnover in the order book is a result of all-or-nothing orders," the exchange said. In France and Belgium, the order is used particularly by private investors.

The Irish Supreme Court recently published its decision in the case of In the matter of Bula Limited (in Receivership) Supreme Court, 11 April 2003 (unreported). The case arose from the sale by a receiver of the assets of Bula Mines and confirms the obligations to be discharged by a receiver upon the sale of property.

On August 1 2003 the Japanese government promulgated certain amendments to the Civil Code of Japan and the Civil Execution Law in connection with the foreclosure of mortgaged properties.

In the absence of Lenders' Liability law, the Reserve Bank, with a view to counter-balance lenders' power under the Securitization Act, has recently finalized its Guidelines on Fair Practices Code for Lenders. The Code aims to usher in greater transparency in financial dealings, the hallmark of most developed financial markets, by requiring financial and banking institutions to follow a number of guidelines.

Japan's largest-ever leveraged buyout, the $2.2 billion purchase by US private equity fund Ripplewood Group of Japan Telecom's fixed-line business from the UK's Vodafone Group, is a pioneering transaction - for cultural reasons as much as any others.

After much review and discussion, on June 6 2003, the parliament of Georgia adopted the Law on the Prevention of the Legalization of Illegal Revenues. The law is expected to assist the Georgian government in fighting two of the country's most problematic economic issues - money laundering and tax evasion. The legislation creates mechanisms to prevent the legalization of illegal revenues and the financing of terrorism. It will apply equally to both residents and non-residents of Georgia, as well as to their representatives, representative offices and branches.

Europe's Prospectus Directive is meant to create a securities market to rival the US. Jim Bartos of Shearman & Sterling LLP compares the two regimes, and finds each still has something to learn from the other

Why do accounting and market structures matter? Capitalism will not work without markets by which investors can efficiently exercise their freedom to exchange assets. It is freedom to exchange assets (particularly financial assets) that gives capitalism its ability to adjust and allocate resources efficiently to create economic growth.