Search results for

The House of Lords has delivered an important decision on the measure of damages for fraudulent misrepresentation. In Smith New Court Securities v Citibank, Smith New Court (SNC) was induced by a Citibank employee's fraudulent misrepresentation to buy shares in Ferranti from Citibank. It was subsequently discovered that a separate fraud involving fictitious contracts had been perpetrated on Ferranti designed to bolster its apparent profitability. On discovery of the second fraud, Ferranti's share price crashed and SNC eventually sold the shares at a heavy loss.

The Commission announced on January 22 1997 that it had cleared the acquisition by Coca-Cola Enterprises Ltd (CCE) of the whole of the share capital of Amalgamated Beverages Great Britain Ltd (ABGB), and its wholy-owned subsidiary Coca-Cola and Schweppes Beverages (CCSB), from Cadbury-Schweppes (CS) and CCE's parent company The Coca-Cola Company (TCCC). CCSB was established in the UK in 1987 to bottle and sell a range of soft drinks, including Coca-Cola, Schweppes, Fanta, Sprite and Canada Dry. The purchaser, CCE, is the world's largest bottler of Coca-Cola products.

The revised provisions of the Swiss Code of Obligations (CO) regarding joint stock companies have improved the legal position of 'participants'. A 'participant' is the holder of participation certificates, which are part of the participation capital and have a par value.

On July 1 1993, Sweden enacted new competition legislation. The Swedish Competition Act broadly conforms to the rules applying in the EU under the Treaty of Rome. As for notification of acquisitions, the Competition Act provides that the acquisition of a company or business (the object) in Sweden must be notified to the Swedish competition authority, Konkurrensverket, if the aggregate turnover of the purchaser and the object exceeds Skr4 billion (US$542 million) during the preceding business year. If the purchaser belongs to a group, the aggregate turnover of the entire group will be decisive when establishing the purchaser's turnover.

As investors are no doubt aware, 1997 is shaping up to be year of major privatizations among state-owned Spanish companies. This process has already begun with the recent public offering of the remaining state-held shares of Telefónica of España.

Poland began 1997 by implementing a unique mass privatization programme (MPP) through special purpose investment funds. The legal basis of this programme is the Law on National Investment Funds and their Privatization (the Law), dated April 30 1993 (Dz U No 44, 202, 1993 as modified).

CONSOB, the Italian regulator, is granted by LD No. 415/96 (enacted to implement the ISD Directive) the power to regulate trading of listed financial instruments in official markets. On December 10 1996 CONSOB approved Resolution 10358 which, in some cases, imposes trading of listed financial instruments in official markets and, in other cases, lays down the conditions for over-the-counter (OTC) transactions.

Under a Ministry of Justice proposal yet to be formally released, Finland would legislate to clarify the regulatory regime for netting in the securities and currency markets. The present uncertainty surrounding the legality of netting under Finnish insolvency laws would be largely dispelled by making netting (including close-out netting and multi-party netting) and certain related procedures expressly enforceable if based on terms, such as those of the ISDA master agreement, widely used in securities and currency trading.

The Danish rules on insider trading are contained in the Securities Trading Act (STA) of December 20 1995 which entered into force on May 1 1996 and are basically the same as the rules contained in the earlier Securities Market Act, which implemented Directive 89/592 of November 13 1989 coordinating regulations on insider dealing. The Directive is a Minimum Directive and the provisions of the STA are more stringent than those laid down by the Directive.

Earlier (see International Financial Law Review, October 1996, page 46) briefings on changes brought about by the EU Company Law Amendment Act 1996 focused on those provisions which have a particular effect on the Austrian banking sector. The following seeks to provide a more general outline of the contents of the Act.