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Quebec’s new Bill 181 amends the Civil Code to require registration of secured transactions. It has important implications for securitization. By Sterling Dietze of Stikeman, Elliott, Montreal

As the securities market increasingly adopts the Internet, the SEC has issued guidelines to help foreign securities companies avoid US registration. By Winthrop Brown of Shaw Pittman Potts & Trowbridge, Washington DC

The 1992 Bankruptcy Law allowed Russian companies to continue to operate in an insolvent state. New legislation empowers the creditors. By Britt Shaw of McDermott, Will & Emery, Moscow

Without recourse to international arbitration under the BOT Decision, foreign investors have stopped financing Turkish infrastructure projects. International treaties may offer a solution. By H Elizabeth Kroeger and Timothy Kautz of Jones, Day, Reavis & Pogue, Frankfurt

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.

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.

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).

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.

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.

One year after its enactment, Decree-Law 70/97 of April 3 (Netting Law) has fulfilled many of its expectations. A formidable increase in derivative documentation efforts clearly shows the renewed interest of derivatives transaction agents dealing with Portuguese residents to make use of the advantages arising from Portugal's entry in the netting jurisdictions' league.