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The example of a recent case involving PERLS shows the dangers for financial institutions of new investment products. Particular care should be taken to manage the legal and regulatory risks. By Jonathan Kelly of Simmons & Simmons, London

The draft Directive on settlement finality, incorporating amendments proposed by the European parliament, was approved by the Council of Ministers at the end of April 1998. It provides for legislation to deal with the position of cross-border payments when a bank or securities firm cannot meet its obligations. It aims to cut the systemic risk in payment and securities settlement systems and to minimize the disruption to a system caused by insolvency proceedings against a participant in the system.

Decree 3119 of 1997 regulated, for taxation purposes, the amounts allowed as deductions from net income when associated with articles imported massively as contraband.

On April 15 1998, the Chilean Central Bank amended certain exchange rules on the issue of Eurobonds and American depositary receipts (ADRs) to cut restrictions and increase flexibility.

The Companies (Amendment) (Segregated Portfolio Companies) Law 1998 was recently passed and incorporated as a schedule to the Companies Law. The new legislation will affect only those companies which undertake captive insurance business in the Cayman Islands and hold an Unrestricted Class B Insurers Licence issued under the Insurance Law.

On May 14, the National/New Zealand First coalition government delivered its second budget. A NZ$2.8 billion (US$1.5 billion) government surplus was announced (well above the NZ$1.5 billion 1997-1998 forecast). However, the surplus for 1998-1999 is forecast to fall to NZ$1.3 billion. Other features of the budget were:

The Telecoms Authority of Singapore Act 1992 has been amended to give the Telecoms Authority additional powers to carry out its functions in a liberalized multi-operator environment, bring the Act up to date on changes in technology and new offences, and provide adequate penalties and enforcement measures to regulate telecom and postal licensees.

The parliamentary committee reviewing the Swedish Companies Act published a report (SOU 1997:168) late last year on profit distributions. The report addresses the uncertainty as to whether profit distributions may be decided at extraordinary shareholders meetings and suggests that additional distributions may be decided after the annual general meeting. No advance distributions were proposed. The present veto of the board of directors was proposed to be abolished. Another proposal was to abolish the restriction on parent companies' right to distribute profits in excess of the free equity on the consolidated group balance sheet, leaving the parent company's own free equity freely distributable. However, the so-called prudence rule was kept, stating that a profit distribution may not be so high as to contravene generally accepted business practices in view of the company's or group's consolidation needs, liquidity or financial position. This rule was tightened by dropping the reference to business practice and making its application to any form of transfer of values to shareholders or others clear.

A judgment of a foreign court will not be recognized and enforced in Switzerland if it was made in disregard of a valid arbitration clause in place between the parties, as long as the defendant duly objects to the foreign court assuming jurisdiction, the Swiss Federal Tribunal recently ruled (Ruling 124 III 83).

On January 1 1998, the new Law on Register Liens and the Pledge Register (Ustawa o zastawie rejestrowym i rejestrze zastawow) entered into effect. The Polish parliament followed the example of other (romanic) countries to establish a pledge registry and replace the pledging-privileges of Polish banks which lost effect on December 31 1997. Under the old Article 308 of the Polish Civil Code (Kodeks Cywilny), it was sufficient for the bank to register the pledge of an asset in its own register to establish a valid lien over movables in favour of a bank. The bank was then entitled to issue an enforceable title on its own behalf. These provisions were made invalid by the entry into force of the new statute.