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Credit derivatives are contracts intended to transfer credit risk on loans, bonds and other assets (the underlying assets) from the protection buyer to the protection seller. Under these contracts, the payment or other obligations of the protection seller are triggered by credit events affecting the reference asset.

In a second article on the Financial Services and Markets Bill, Charles Abrams of S J Berwin & Co, London discusses the proposed authorization requirements for UK and non-UK activities and the proposed restrictions on marketing investments and investment services

As a participating member state in the first group of countries to adopt the single currency in 1999, Portugal must ensure a smooth and effective transition to the euro in respect of the securities market.

UK firm Clifford Chance is advising on the UK government's plans to raise finance for the Channel Tunnel rail link. Andrew Taylor, capital markets partner at Clifford Chance, is legal counsel to the UK investment bank Schroders, the financial advisers to the government. The government put forward proposals to the markets last week for a three tranche bond. In total the government plans to issue £2.65 billion (US$4.3 billion) of bonds with maturities of 12 years, 30 years, and between 30 and 40 years.

Geoffrey Yeowart of Lovell White Durrant, London, updates the answers given in our December 1997 issue to the most frequently asked legal questions

Leading securitization specialist Robert Palache is to leave UK firm Clifford Chance to join investment bank Nomura International. Palache, the managing partner of Clifford Chance's finance practice, will give up legal practice completely in his new role as a Director and Joint Head of Securitization of Nomura's Principal Finance Group.

US law firm White & Case has been hired by the Republic of Panama to represent it during the privatization of the state-owned integrated electric utility. The Instituto de Recursos Hidraulicos y de Electrificacion (IRHE) is to be divided into eight companies in a two-phase process. On September 10, the first phase was completed with the sale of 51% stakes in the three distribution companies. Spanish company Union Fenosa acquired 51% of EDE Metro-Oeste SA, which serves Panama City, for US$212 million. As part of this deal, Union Fenosa also received 51% of EDE Chiriqui SA, which serves an area close to the Costa Rica border. US utility firm Constellation Power, a subsidiary of Baltimore Gas & Electric Co, bid approximately US$90 million for a 51% stake in EDE Noreste SA. The deals are expected to complete within 60 days.

The recent US$200 million international placement of 10-year subordinated notes by Komercni Banka, the Czech Republic's largest commercial bank, was in many respects a watershed. The transaction constituted the first international offering by a bank in central and eastern Europe of subordinated debt that qualifies for inclusion in the bank's regulatory capital base. At a time when Komercni Banka, like most other Czech banks, was required to increase its provisions for classified loans, the issue of the notes enabled the bank to shore up its balance sheet and maintain an acceptable risk capital ratio without issuing new equity. From a legal perspective, the transaction presented a number of novel issues requiring innovative solutions. One of the most vexing challenges was structuring a subordination clause that satisfied both the international marketplace and Czech regulators, because neither existing banking regulations nor the Czech Bankruptcy Act recognized a concept of subordination consistent with international practice and standards. This article examines how the lawyers on the transaction managed to fit a square peg into a round hole to accomplish this feat.

Partners from Canadian law firms Fraser & Beatty and Milner Fenerty have voted in favour of a merger. As of October 1, the firms will continue business as Fraser Milner. The new firm, which will have offices in Alberta, Ontario and British Colombia, plans to offer a wider range of specialities. Both firms offer advice on all areas of business law but Milner Fenerty, which has offices in Alberta, has specific expertise in forestry, mining and oil and gas. Jeff Barnes, partner on the board at Fraser & Beatty in Toronto, says: "Milner Fenerty is very specialized and we could not grow this ourselves. The merger will give us presence in these major product markets."

UK firms Denton Hall, Richards Butler and Theodore Goddard are engaged in talks regarding a possible tripartite merger. If successful, the merger would produce the seventh largest law firm by lawyers based in the UK, and would have offices in 17 jurisdictions. Negotiations began in August and remain at an early stage of development. However, a plan for the merger may be put to partners by the end of the year. The new firm would have a significant global presence. Richards Butler has offices in Paris, Brussels, Piraeus, Warsaw, Beijing, Hong Kong, São Paulo, Oman, Islamabad, Qatar and Abu Dhabi. The firm is also considering opening an office in Azerbaijan, where the new oil industry has stimulated foreign investment. Denton Hall has offices in Brussels, Moscow, Beijing, Hong Kong, Tokyo, Singapore and New York. Theodore Goddard has an office in Brussels and associate offices in Paris and Jersey.