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New definitions on how to change credit default swaps when a reference entity restructures are an improvement on the past, but not by much. Patrick Clancy of Shearman & Sterling LLP explains why not

Ben Maiden reports from New York on how banks are preparing to cope with new accounting rules for special purpose entities

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.

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.

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 But the ASL will be a general act (lex generalis) and as such will be superseded by any special act (lex specialis) containing special limitation periods.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.

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 Austrian Ministry of Justice has published a draft bill on financial collateral arrangements (Financial Collateral Act, www.justiz.gv.at/gesetzes/). Comments are to be submitted until June 30 2003. This is the first step to implement the rules set forth in the Financial Collateral Directive (Directive 2002/47/EC of the European Parliament and of the Council of June 6 2002 on Financial Collateral Arrangements) into domestic Austrian law. It is planned that the Financial Collateral Act will enter into force on December 1 2003.

Securities regulation in Hong Kong is failing to meet the needs of international business. If it doesn’t change soon, investors may look to Singapore instead. By Andrew Crooke

Germany's banks are reluctant to lend, so its companies are suffering. Securitization should be the answer for both. But proposed reforms will do little for corporates. Michael Evans reports on how banks are happy, but borrowers less so