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Year in review By the M&A Practice Group of Gowling Lafleur Henderson LLP, Toronto

The leading international rating agencies are facing an investigation by US lawmakers that could lead to more regulation over their activities.

In late March the European Parliament passed laws recognizing a pan-European prospectus, clamping down on insider trading and introducing tougher rules for bank insurance.

Growth in the Canadian securitization slowed dramatically last year but there are grounds for optimism in favourable treatment by the courts and the growth of products such as extendable commercial paper as a liquidity substitute. Martin Fingerhut of Blake, Cassels & Graydon, Toronto, looks at the market’s future

In a landmark ruling, the SEC has allowed American Life to communicate with investors purely via the internet. However, as Sebastian Sperber and Eric Kolodner of Cleary, Gottlieb, Steen & Hamilton in Hong Kong explain, it is far from clear where this will lead or what the effects of the Electronic Signatures Act will be

Ben Maiden reports on the findings of this year’s IFLR international bond survey, where Allen & Overy has kept its nerve and its lead on stand alone bonds and Clifford Chance has leapt further ahead on securitization

Many Japanese laws have been amended or created over the past few years to allow the use of electromagnetic data. For instance, Japanese laws providing for the authentication of electromagnetic data as well as electromagnetic signatures are now in place. The Securities and Exchange Law of Japan allows disclosure of certain corporate information in electric form. The electromagnetic information amendments to the Commercial Code of Japan, which will take effect on and from April 1 2002, will allow most corporate documents that must be prepared under the Commercial Code to be made and stored in electromagnetic form. Correspondence that is to be sent between a company and its shareholders may also be sent in electromagnetic form.

Allen & Overy and Linklaters advise on bond with highest conversion premium

Lehman Brothers have invented a new structure that allows a German state-owned Landesbank to raise Tier 1 capital in the international capital markets for the first time. The euro 500 million ($439 million) Landesbank Kiel transaction, which closed in February, would not have been possible previously due to withholding tax issues in Germany. Allen & Overy advised Landesbank Kiel. Freshfields Bruckhaus Deringer advised Lehman Brothers in Germany and Clifford Chance advised the bank in Luxembourg.

Allen & Overy is acting as international counsel on the first cross-border asset-backed deal to launch out of the Philippines for nearly five years.