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Recent amendments to the Audit Special Exceptions Law, a law relating to the Commercial Code, provide an alternative to Japan's existing corporate governance structure. The new governance structure, scheduled to take effect in April 2003, is not mandatory and only applies to companies categorized as "larger companies" which satisfy certain criteria.

When will China deliver on its promise as an industrial and financial centre of unprecedented size? Nick Ferguson talks to the lawyers hoping to profit from the country's reform

China has shown its willingness to open markets to competition. But the country's insolvency laws need updating if lawmakers want foreign investment to last. By Campbell Korff and Xinhong Liu of Clifford Chance, Hong Kong

Germany's national railway operator, Deutsche Bahn, concluded a whirlwind month of negotiations at the beginning of July to acquire 65% of Stinnes, the logistics and freight company, from E.ON, the energy group, for €2.5 billion ($2.5 billion). The transaction is one of the largest acquisitions to close since the German Takeover Act was introduced in January this year and its legal structure points a way forward for future acquisitions under the new laws.

Peugeot has closed a complex €1.5 billion ($1.49 billion) securitization of French and Spanish car loans using a Dutch special purpose vehicle (SPV), the biggest European car deal yet, involving three jurisdictions.

German lawyers have given a lukewarm response to a code of practice for companies listing on the Frankfurt stock market. The Going Public Principles developed by Deutsche Börse and the banking and legal members of its Primary Markets Advisory Committee are designed to strengthen the role of the prospectus as the central information medium for deals and are the result of several months of market consultation.

The Ministry of Finance has issued two new decisions amending the regulation on listing particulars and offer documents: the Decision on Listing Particulars (26.6.2002/539) and the Decision on Offer Documents (26.6.2002/540). These decisions replace the Ministry of Finance's Decision on Listing Particulars (19.11.1998/197) and Decision on Offer Documents (13.10.1994/905).

By Rob Mannix

Allen & Overy and Clifford Chance are reaping the rewards of one of the largest management buy-outs in Europe this year after senior executives at Irish real-estate company Green Property were successful in taking the company private last month. Green Property managing director Stephen Vernon made the bid through the Rodinheights consortium backed by Merrill Lynch International and Bank of Scotland. Rodinheights' €1 billion ($989 million) bid was announced on July 3 beating those of rival consortia like Deutsche Bank Real Estate Private Equity and Goldman Sachs & Co's Whitehall fund. Rodinheights is offering €9.80 for each of Green Property's shares and shareholders are expected to accept the offer this month.

Europe's statistical body is the latest group to show its suspicion of structured finance, setting rules that treat sovereign securitizations differently from other types of state- guaranteed deals. Yannis Manuelides of Allen & Overy explains why Eurostat is wrong