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The Privy Council (with judgment delivered by Lord Millett) has overruled the Court of Appeal decision of In re New Bullas Trading Limited [1994] I BCLC 449 by stating that it is not possible to obtain a fixed charge on uncollected book debts by treating the uncollected debts and their proceeds as two separate assets and creating a fixed charge over the uncollected debts with a floating charge over the proceeds.

The Federal Act on Investment Funds (IFA) is to be revised in view of certain changes to pertinent EU directives. At present, the investment companies quoted on the Swiss stock exchange and incorporated as joint stock companies (Aktiengesellschaften) pursuant to Article 620 et seq Swiss Code of Obligations do not fall under the scope of the IFA. The Federal Banking Commission (FBC) intends that this revision should be taken as an opportunity to enlarge the scope of the IFA. The IFA governs assets which are managed under a collective investment contract and excludes assets that are managed in a different form, particular in corporate form (Article 3 para 1 and 2, IFA). The FBC takes the position that this provision contradicts the principle of "same business, same rules". Furthermore, the existing legislation contains an unequal treatment of Swiss closed-end investment funds on the one hand and foreign funds on the other hand. Pursuant to Article 3 para 3, foreign investment funds whose units are distributed in Switzerland are governed by the IFA regardless of their legal structure.

The offering of stock options by foreign companies to their employees in Portugal has raised a series of questions under the new Portuguese Securities Market Code. The main question is whether the stock options are negotiable securities. If they are, they must be qualified either as a public or a private offer of securities and will have to comply with the public or private offering rules, which involve different procedures and requirements in Portugal.

The post-handover rollercoaster ride for Hong Kong looks like it is heading for another dip as economic growth stalls. Nick Ferguson reports on the divergent strategies taken by law firms in the territory and assesses their likely success in cushioning the landing and preparing firms for when the ride takes off again

Following Telecom Italia’s securitization of fixed-line telephone bills, Thomas Williams reports on how a new market is opening up for European telecommunications companies, and their legal advisers, who are struggling to raise finance now the TMT bubble has burst

In the wake of the collapse in dot.com shares, regulators in the US are attempting to promote increased independence among analysts and greater openness about their interests. Diane Mage Roberts of O’Melveny & Myers, London, looks at the new guidelines and argues that it is time for analysts to assert their neutrality or lose relevance in the market

The UK’s Court of Appeal ruled last month that a bank can avoid payment on a performance bond if it has been acquired fraudulently. Paul Friedman and Philip Young of Baker & McKenzie, London, review the case and assess its implications for banks and bondholders

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.

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.