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Fixed or floating? When examining a charge over a company’s uncollected book debts it is sometimes hard to say, but in June the UK Privy Council gave a new and helpful opinion in Brumark. Justin Bickle of Cadwalader, Wickersham & Taft, London, examines the case and its implications

On April 10 2001 the Securities and Futures Commission (SFC) published a consultation paper reviewing the Codes on Takeovers and Mergers and Share Repurchases relating to public companies.

Freshfields Bruckhaus Deringer has acted for Deutsche Bank as arranger on the first French whole-business securitization to use a domestic special purpose vehicle (SPV). The euro 700 million ($590 million) Powerhouse Finance transaction is the first whole-business deal to use a domestic Fonds Commun de Créances (FCC). Previous securitization deals in France have used vehicles based in offshore jurisdictions such as Jersey or Ireland.

European Commission officials are considering whether to block a hostile bid for Montedison. The Italian industrial group is the target of a $4.18 billion joint offer by the acquisitive French utility company Électricité de France (EDF) and Italian carmaker Fiat. The Commission's decision is a particularly difficult one because of the way in which Fiat and EDF have structured their bid. Both are bidding through their joint venture company Italenergia, which has no turnover, while Montedison itself gets two-thirds of its revenues from the Italian market. Under EU rules each merger partner has to have euro 250 million ($215 million) in more than one EU country. Whether the deal is a matter for Italian regulators or the Commission will depend on whether EU officials consider the assets of Fiat and EDF separately.

Herbert Smith advised lead manager Royal Bank of Scotland and trustee Citicorp on the £251 million ($351 million) mixed asset securitization for UK retail lender and insurer Paragon. The securitization involved combing loan and second mortgage principal and income payments into a single issue. Finance partner Jane Borrows led the Herbert Smith team, which also included derivatives specialist Dina Abagli, tax specialist Bradley Phillips and property partner James Barnes. Slaughter and May partner Chris Smith advised Paragon with Scottish firm Tods Murray and Northern Ireland firm L'Estrange & Brett advising on Scottish and Northern Irish law respectively.

Amarchand & Mangaldas & Suresh A Shroff & Co has negotiated the biggest deal in Indian corporate history. The firm's client was a mobile phone company owned by the two Indian business houses, Birla and Tata, and US telecoms company AT&T. The deal got underway when Birla-AT&T Tata company accepted a merger proposal from BPL, a mobile phone company controlled by Rajeev Chandrashekar, an Indian tycoon. That was in September 2000. Amarchand negotiated the deal directly with BPL and nine months later the three business houses, and AT&T, agreed to a merger valued at $2.1 billion.

Latham & Watkins and Davis Polk & Wardwell have structured the $1.1 billion limited recourse financing for the Hamaca heavy oil production and upgrading project in Venezuela. The deal is the first heavy oil project since the Sincor-sponsored transaction in mid-1998, and marks renewed interest and confidence in the country.

"It's ludicrous that Europe can agree a single currency but cannot agree a common takeover law"

Sidley, Austin, Brown & Wood has closed Asia's first whole-business securitization, using Malaysia's UK-style insolvency and security laws to structure a deal robust enough to satisfy the rating agencies. The $250 million floating rate secured note benchmark deal, arranged by Nomura International for 1st Silicon, a new silicon water fabrication plant in Sarawak, has created the potential to use whole-business legal technology elsewhere in the region.

BBLP, Europe's continental alliance of European law firms, was in danger of breaking up last month after a further four partners resigned from the group's German member firm Beiten Burkhart Mittel & Wegener (BBMW). Coming barely a month after the defection of all but one of the firm's Frankfurt-based partners, the resignations have forced BBMW to accelerate its search for a UK partner and plug the gap in the alliance's European coverage. Mergers and acquisitions partner Christian von Sydow has been moved from the firm's Munich office to Frankfurt. BBMW is reported to be in merger negotiations with the UK firm Simmons & Simmons, but both Simmons and BBMW have so far refused to comment. However, Martin Aman, managing partner of BBLP's Swiss member firm Meyer Lustenberger, said in July that his firm had been informed of merger talks between the German and UK firms, although he refused to comment further.