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Seven months after Sarbanes-Oxley was passed, Jay Clayton, Richard Morrissey and Jack Bostelman of Sullivan & Cromwell look at how the SEC has addressed some of the concerns of non-US issuers affected by its new rules

The recently enacted German Transparency and Disclosure Act has amended section 161 of the German Stock Corporation Act to provide, among other things, that German publicly listed companies must either comply with the German Corporate Governance Code (Deutscher Corporate Governance Kodex), as promulgated by the German Federal Ministry of Justice in November 2002, or explain why they will not be complying with the recommendations of the Code. As stated in its preamble, the purpose of the Code is both to restate existing statutory rules on the management and supervision of German publicly listed companies and to codify international and German best practices. It is intended to provide transparency and accountability to the German corporate governance system and foster the confidence of foreign and domestic investors as well as customers, employees and the general public in the management and supervision of German publicly listed companies.

Dewey Ballantine has advised the Croatian government on the €282 million financing of the Istrian Motorway, the first dual-listed bond in Croatia.

Allen & Overy have acted as counsel to BNP Paribas and Salomon Brothers on Bahrain's debut issue, in the latest deal to help the UK firm carve out a lucrative niche advising managers on emerging market sovereign bond issues.

The German government has said it will exempt banks from a law that has made true sale securitizations impossible for the past two years.

Secondary legislation to amend insolvency reforms in the UK Enterprise Act will extend administrative receivership rights to complex structured finance deals.

The Lamfalussy process will fail and the creation of a centralized European Securities and Exchange Commission (SEC) is inevitable, according to a new paper on the future of European securities regulation.

Ben Maiden reports from New York on moves to tackle investor concerns over mutual and hedge funds

In September 2002 the British Virgin Islands government introduced amendments to the Insurance Act 1994 to create a regime for the registration and regulation of segregated portfolio companies (SPCs) (known in some other jurisdictions as protected cell companies). The Insurance (Amendment) Act 2002 (the Amendment Act) was introduced following a perceived demand from the international insurance market and is designed primarily to facilitate so called rent-a-captive operations, aimed to assist companies that are too small to form a captive insurance company of their own. (The Amendment Act and the Insurance Act 1994, are collectively referred to in this briefing simply as the Act).

Falling stock markets have led to a string of M&A deals putting unprecedented strain on public bid regulations in Norway, Finland, Denmark and Iceland. Thomas Williams reports