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Davis Polk & Wardwell and Skadden Arps Slate Meagher & Flom are taking the reins on Oracle's high-profile hostile bid for PeopleSoft.

By Michael Evans and Tom Williams

Sir:

Proposed regulations in Hong Kong place too much responsibility for company disclosure on sponsors. Issuers must also share the task of keeping investors informed, says Stephen Fletcher of Linklaters

Saudi Arabia recently promulgated a long awaited law to formally regulate the country's stock market. Saudi Arabia does not have a physical stock exchange, although shares are traded by electronic means through local banks and are regulated by the Saudi Arabian Monetary Agency (SAMA), the Kingdom's central bank. The electronic exchange (Tadawal) and the Saudi Shareholding Registry will be transferred to the new capital market authority. The new market will be named the Saudi Capital Market and will be established as a joint stock company. The new law calls for setting up two new bodies: The Saudi Arabian Stock Exchange and The Exchange Commission.

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 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.

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.

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.

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.