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An offeror in a recent Canadian take over bid demonstrated ingenuity in squeezing out dissenting offerees in a new second step transaction designed to take the target private.

The New Zealand government is in the process of a major reform of the country's securities law. The reform is a three-stage process, consisting of the enactment of a Takeovers Code, the introduction of a Securities Markets and Institutions Bill and a review of securities trading law. The first stage of the law reform package, the introduction of a Takeovers Code, was completed in July 2001 and the second, the introduction of the Securities Markets and Institutions Bill, is underway. (Buddle Findlay has commented on each of these developments in previous issues of IFLR.) The third of the trinity of reforms will be a comprehensive review of securities trading law. In a speech to a commercial law conference, the Minister of Commerce, Paul Swain, recently outlined the scope of the review and reiterated the direction of future securities law reform.

Jersey off tax haven list

Bond market participants are calling for European securities regulators to drop plans for electronic trading systems regulation. In a detailed response to revised proposals published for consultation by the Committee of European Securities Regulators (CESR), the Bond Market Association (TBMA) said that moves to regulate the e-trading of bonds are ill-timed and "raise specific and general concerns". TBMA's letter to the secretary general of CESR comes seven months after the group attacked proposals in the initial consultative document, "Proposed standards for alternative trading systems", as "inappropriate and unduly burdensome". In response to these and other criticisms, CESR produced an updated document in January for a further period of consultation that closed on March 14. Speaking for CESR in January, Financial Services Authority chairman Howard Davies said that the committee had taken these comments into account and that significant changes had been made to the definition of alternative trading systems (ATS) and to the proposed standards.

As a further sign of increasing awareness of the need to have tight controls over the operation of banks and other financial institutions, in November 2001 the State Council promulgated the "Regulations on dissolution of financial institutions", which contained 38 articles in all.

Late last year Pernod and Diageo overcame competition, intellectual property and financing hurdles to close their $8 billion joint acquisition of Seagrams’ wines and spirits division. Edward Nalbantian of Jones, Day, Reavis & Pogue in Paris gives the inside story on an ingenious deal

On January 15 2002, the Mexican Congress passed a new Credit Information Law (Ley para Regular las Sociedades de Información Crediticia, or CBIL). The CBIL became effective on February 14 2002, and is the most recent attempt by the Mexican government to provide greater certainty and transparency to the gathering and supply of credit history. As in other countries, bureau credit companies serve as a means to collect and provide reliable information as to the credit history of individuals and corporate entities. Before the CBIL, the activity of credit information companies was regulated by three provisions of the Law on Financial Groups (Ley para Regular las Agrupaciones Financieras) and by certain general rules regulating credit information companies. Originally envisioned to provide input to banking institutions, the scope of credit information companies (CICs) has grown rapidly and now provide services to department stores and a wide variety of commercial companies offering credit.

On February 26 2002, the House of Representatives (Câmara dos Deputados) approved the Proposal of Constitutional Amendment (PEC) which allows the opening of Brazilian broadcasting media companies to foreign capital, up to a limit of 30% of their share capital. However, the editorial functions in such companies must be executed by Brazilian-born citizens or foreigners who have been naturalized for more than 10 years.

The final report of the Department of Trade and Industry's Company Law Review contains proposals to enable companies to migrate from one jurisdiction to another, without the need for a take over or acquisition of assets by a company already registered in the chosen country.

Last month IFLR celebrated law firms' achievements of 2001 when it hosted its annual awards ceremonies in London and Hong Kong. Among the top honours, Linklaters & Alliance was crowned European capital markets law firm of the year while Freshfields Bruckhaus Deringer won international law firm for Asia. Ben Maiden and Nick Ferguson present the winners of this year's awards and look at how, with the capital markets struggling to keep up the pace of the boom years, firms have found exciting new ways to serve clients