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The EU is set to announce new legislation on disclosure, electronic voting rights and directors' salaries next month but has no plans to draw up a comprehensive corporate governance code for companies in EU's member states.

Two main principles were set out by the legislator at the time of the recent enactment of Law 130/1999 on securitization: the exclusive object of a securitization vehicle must be to enter into securitization transactions; and the receivables of each transaction must represent assets segregated from the vehicle's own assets and from those of other securitizations which may be entered into by the same vehicle.

In a strongly worded January 2003 report, the US Senate Permanent Subcommittee on Investigations stated that, by the end of this year, the SEC and US bank regulators should take action to preclude abusive structured finance transactions. The report applauds the use of structured finance to lower funding costs and diversify risk (true asset securitizations) but virtually demands the termination of false liability securitizations. False securitizations attenuate risk and hide assets and liabilities from investor and regulatory scrutiny.

The Swiss Federal Banking Commission (SFBC) has issued an Ordinance concerning the Prevention of Money Laundering (December 18 2002). The Ordinance introduces stricter due diligence obligations in the case of higher risk business relationships. But in all other business relationships the standard identification procedure still prevails as contained in the revised Due Diligence Agreement (CDB 03) published by the Swiss Bankers Association on January 17 2003 (see www.swissbanking.org). The content of the Ordinance is similar to its draft version, released last summer and already summarized in IFLR (November 2002, Vol. XXI 11, p63). This report pinpoints three of the most significant changes between the draft and the final version and briefly presents the implementation schedule financial intermediaries must comply with.

Scandinavian telecoms operator Song Networks has restructured its $550 million high-yield bonds, the first bond restructuring of a Swedish-listed company.

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.

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.