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The UK's Company Law Review Steering Group (the Steering Group) has set out its final proposals for making the law regarding corporate governance – the duties of directors and shareholders and the balance of power between them – more precise and easier to understand, and has suggested areas in which the current position could be improved. Its main conclusions and recommendations in this area are dealt with below.

Brazilian financial institutions can now enter into credit derivative agreements to transfer risks relating to credits to each other. These credits may be the result of loans, financing or lease contracts, securities, guarantees, credit derivatives or other financial or commercial contracts implying credit risks, negotiated on the domestic market. The financial institutions must make a commitment to keeping a technically-capable manager responsible for the credit derivatives before the Central Bank of Brazil. This comes about as a result of the Central Bank enacting Circular 3.106 regulating credit derivative transactions on April 10 2002. This had previously been authorized by the National Monetary Council's Resolution 2.933 of February 28 2002.

On April 3 2002, it was announced that the government of the British Virgin Islands (BVI) has reached an agreement with the Organization of Economic Corporation and Development (OECD) concerning the OECD's initiative on Harmful Tax Competition and Tax Havens.

On March 15 2002, The Bahamas formally replied to the OECD Forum on harmful tax practices and issued a commitment to cooperate with the OECD in its harmful tax practices initiative. This initiative seeks transparency and exchange of information, on request, for tax purposes. The OECD proposes mechanisms and deadlines for achievement of these objectives, including a mechanism for the exchange of information relating to criminal tax offences by 2004, and civil tax defaults by 2006.

Canada's courts have recently introduced new uncertainties to the country's mergers and acquisitions regime with decisions regarding the acquisition (by way of a plan of arrangement) of Pacifica Papers by Norske Skog Canada Limited. While almost 74% of Pacifica's shareholders voted in favour of the arrangement, the transaction was opposed by two minority shareholders (the dissident shareholders), which together held 20% of the shares.

The Korean government has recently proposed an easing of the regulations governing foreign investment zones (FIZs) in an effort to encourage more multinational companies to establish regional headquarters in Korea.

Along with banking and securities trading, investment fund business is the core area of regulatory protection for investors in the Swiss financial markets. Investors in an investment fund as consumers of financial products have the right to demand a transparent structure of the fund, the use of readable and understandable prospectuses and adequate pricing of the fund manager's services. Moreover, the fund manager should always act in the interests of the investor and take the latter's capacity and willingness to take risks into proper consideration.

The question of whether a particular instrument should qualify as debt or capital under Belgian (tax) law is sometimes a heavily debated issue. Since the 1950s Belgian courts have rendered numerous decisions on the qualification of hybrid instruments as the Belgian tax administration disagreed on the legal qualification given to instruments by its issuers and investors. As a growing number of innovative financing instruments are continuously unleashed to the market, the debate on the debt or capital nature of hybrid instruments remains unsettled.

A number of urgent reforms to economic and financial legislation in France were adopted on December 11 2001, when the Loi Murcef (loi portant mesures urgentes de réformes à caractère économique et financier), was passed after having been the subject of a double petition before the Conseil Constitutionnel (Constitutional Council). This Act sets out a variety of changes and is divided into five parts. Part I sets out the modifications to be made to the rules governing procurement contracts; Part II relates to the relations between banks and their clients; Part III contains measures in relation to the introduction of the Euro; Part IV addresses the management of certain specific public companies and Part V contains a number of measures dealing with a broad range of other issues.

The Finnish Financial Supervision Authority (FSA) has issued five new guidelines, which concern offering of securities, tender offers and mandatory redemption, continuous duty of disclosure, flagging, and pro forma financial statements. Becoming effective on March 1 2002, the new guidelines replace the former guidelines on internet subscription location (K/30/2000/PMO), share subscriptions and sales via the internet in part (K/14/98/PMO) and the interpretation of disclosure provisions in the Securities Markets Act (K/23/99/PMO).