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An increasing number of Canadian issuers have steered away from fixed price bids recently and opted for an auction tender process, or so-called Dutch auction, when completing substantial issuer bids. The Dutch auction issuer bid model has been further modified by issuers and investment dealers as a technique to distribute public offerings of securities and, most recently, has also been used by investors seeking to acquire shares in public issuers.

Proposals in Japan to allow the use of foreign company shares in stock-for-stock deals with domestic entities are likely to fail because the government will not remove prohibitive tax burdens. Philip Quirk, head of legal at Morgan Stanley in Japan, reviews the developments

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.

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

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.

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

The creation of a flexible security structure has enabled Indian company Bharti Tele-Ventures to tie-up international funding of $315 million - one of the largest-ever deals in the country's telecoms sector.

To the relief of companies financed by public debt, a UK judge has thrown out a vulture fund's attempt to drive a healthy business into administration and divide the spoils. William Underhill and Jonathan Cotton of Slaughter and May explain how the case was fought and won