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Corporate governance has become a fashionable term in Switzerland in recent times. Nonetheless, there is no legal definition of the term under Swiss law. Corporate governance rules are increasingly found in various enactments, such as the Swiss Federal Code of Obligations (company law) or the Federal Law on Stock Exchanges and Securities Trading and the listing rules based thereon.

Shares of companies listed on the Athens Stock Exchange are held with the Central Securities Depository (CSD) in book entry form. At the same time a direct registration system is in effect, according to which shares are recorded in the ultimate investor's name. No provisions or market practice exist to allow for omnibus accounts and settlement occurs at the final investor level. Transfers between investors are possible only through a market transaction, as off-exchange transfers are subject to various restrictions. This situation is creating problems with international broker-dealers effecting transactions on behalf of their clients, in the event of mistakes in the allocation of shares bought or other situations when a change is necessary in the way stock holdings have been recorded.

In the August issue of IFLR, our article contained an omission that we would like to amend. Where the article read: "as such the Portuguese Securities Market Commission holds that, considering that until the options are exercised there is no obligation on the part of the employee, there is no reason (...) to extend protection (...) to the employee in his capacity as beneficiary of the option, prematurely, as long as he remains the recipient of a (potential) future stock option". It should have read: "as such the Portuguese Securities Market Commission sustains that, considering that until the options are exercised there is no obligation on the part of the employee, there is no reason (...) to extend protection (...) to the employee in his capacity as beneficiary of the option, prematurely, as long as he remains the recipient of a (potential) future stock offer".

The New Zealand government has announced its intention to reform consumer credit law by introducing a new Consumer Credit Bill. The Bill will replace both the Credit Contracts Act 1981 and the Hire Purchase Act 1971. It aims to reduce the imbalance between lenders and consumers by implementing a stricter disclosure regime, increasing penalties and giving the Commerce Commission the power enforce the law and obtain redress on behalf of consumers. It is hoped that these measures will protect consumers and enable them to make more informed credit decisions.

On December 19 2001 the Finnish Association of Securities Dealers, the Finnish Association of Mutual Funds, the Financial Supervision Authority, the Finnish Shareholders' Association and the Finnish Bankers' Association agreed to set up a Securities Committee to settle disputes, issue recommendations and handle other issues concerning securities trading.

In May 2001, the government of India allowed 100% Indian private sector participation and 26% foreign direct investment (FDI) (including investment by non-resident Indians (NRIs) and overseas corporate bodies (OCBs)) in the defence industry, subject to licensing. On January 4 2002, the government announced guidelines for the granting of licences for production of arms and ammunitions. Under the guidelines, licences for the production of arms and ammunitions to an Indian company or partnership firm will be granted by the Department of Industrial Policy & Promotion, Ministry of Commerce and Industry, in consultation with the Ministry of Defence (MoD). The guidelines require the management of the applicant company to be in Indian hands together with majority representation on the board. The chief executive of the company must also be an Indian resident. A three-year lock-in period is imposed for transfer of equity from one foreign investor to another foreign investor (including NRIs and OCBs with 60% or more NRI shareholding) and such transfer would be subject to prior approval of the government and the Foreign Investment Promotion Board.

The trend to mould the Commercial Code of Japan to business needs continues. From April 1 2002, amendments to the Commercial Code will dramatically relax the restrictions on voting rights of shareholders of Japanese joint-stock companies (kabushiki kaisha).

While the EU prevaricates about key areas of corporate and capital markets legislation, France has been pushing to reform its domestic rules to free itself of old fashioned restrictions. Thomas Williams reports on the progress made, that still to come and how lawyers are making the most of the new rules

European capital markets team of the year: Linklaters & Alliance Project finance team of the year: Allen & Overy Cross-border M&A team of the year: Shearman & Sterling Structured finance team of the year: Clifford Chance Capital markets team of the year - France: Cleary, Gottlieb, Steen & Hamilton Capital markets team of the year - Italy: Grimaldi Clifford Chance Capital markets team of the year - Germany: Hengeler Mueller Capital markets team of the year - Spain: Uría & Menéndez Capital markets team of the year - UK: Allen & Overy Central and eastern European team of the year: Linklaters & Alliance Equity deal of the year: Orange

In the wake of the Enron collapse, the US Securities and Exchange Commission (SEC) has been quick to put forward proposals to improve accounting and financial disclosure, in the hope of preventing any future disasters. Leslie Silverman and Mark Adams of Cleary, Gottlieb, Steen & Hamilton, New York, and Sebastian Sperber and Robert Williams in Hong Kong review the SEC’s statements and explain how companies should react when preparing financial disclosure press releases and reports filed with the Commission