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Recent developments in the private equity market By Geza Toth-Feher and Alexander Ballmann of Dewey Ballantine

By Young Jay Ro, Jong Koo Park, Chang Hyeon Ko and Douglas Yang Lee of Kim & Chang, Seoul

The mega deal drought that lasted more than half-a-year was finally broken by the third quarter of 2002. The last private equity transaction that exceeded $100 million took place back in March when US-based Farallon Capital invested $520 million into Indonesia's Bank of Central Asia. By the two months ending mid-September, however, three transactions were, or were in the process of being, completed. Their combined transaction total would command an amount in the vicinity of $620 million (figure 1). All three transactions were undertaken by the Asian arms of global private equity houses. At a time when the Asian private equity industry is facing its most extensive consolidation to-date, the active participation of these non-indigenous Asian firms is not only a pledge of faith in the regional market, but also an affirmation of their central position in driving forward private equity outside of Japan.

China Motor Bus Company recently used new tactics to beat off a hostile takeover from Asia Time Investments. Nick Rees and Christopher Walker, of Linklaters in Hong Kong, reveal the lessons to be learnt from an unusual bid

On November 29 2002 the Mexican government published new regulations applicable to institutional investment funds (afores) (Consar 15-8). These regulations are a result of new government policies towards promoting the growth of the institutional investment industry.

On July 14 2002 the Turkish Competition Board issued a new communiqué, mainly in line with the European Commission Block Exemption Regulation, on the group exemption of vertical agreements, replacing previous communiqués on group exemptions of exclusive distribution agreements, exclusive purchasing agreements and franchise agreements. Agreements benefiting from the previous group exemption communiqués must now comply with the provisions of the new communiqué by July 14 2003 to be exempted from the application of the relevant article of the Law on Protection of Competition regarding the prohibition of concerted practices resulting in the prevention, restriction or distortion of competition in a market for goods and services.

In recent years and under prevailing conditions on the Swedish stock market, many companies have initiated discussions on adjusting the terms and conditions of various types of option programmes to restore an effective incentive for the participating employees. These discussions involve adjusted strike or subscription prices, extended exercise or subscription periods or other, less comprehensive, adjustments of a purely technical or editorial nature. This will, of course, give rise to a number of considerations.

The New Zealand Bankers' Association (NZBA) has recently released the third edition of its Code of Banking Practice. The revised Code, which came into force on December 2 2002, does not make substantial changes to the second edition of the Code. It incorporates most of the material from a Statement of Principles issued by the Bankers' Association in 1999 and, unlike with previous editions, applies equally to business customers. The Code includes new sections about the provision of credit and merchant card services. It has also been reorganized and contains more explanation of each section, possibly at the expense of its accessibility to the public.

A recent UK court judgement has stopped minority lenders blocking a workout that is not in their interests. Rob Mannix explains why the ruling is good news for the banking industry

The proposed New York Stock Exchange corporate governance rules submitted to the SEC in August of 2002 and the Sarbanes-Oxley Act impose new requirements and obligations on audit committees. While most of these requirements will not become effective until 2003 and are subject to change through the SEC approval and rule-making processes, many companies are reviewing their audit committee charters to consider what changes may be required. Eric Robinson and Laura McIntosh of Wachtell, Lipton, Rosen & Katz in New York provide a model charter and explain some of its key elements.