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Traditional Italian lawyers are beginning to adapt to competition from larger overseas firms. The believe they must follow the English and American model while retaining Italian characteristics. Barbara Galli reports

Nippon Telegraph and Telephone Corporation (NTT), the largest provider of telecommunications services in Japan, has completed a US$1 billion SEC-registered global note offering, part of a trend by Japanese corporate issuers to borrow in the international market, rather than from Japanese banks or in the Japanese domestic bond market. The transaction is the first global note offering by NTT and the second recent SEC-registered global note offering by a Japanese issuer. Goldman Sachs and Morgan Stanley Dean Witter acted as global coordinators on the deal advised by Sullivan & Cromwell.

Two New York firms, Skadden, Arps, Slate, Meagher & Flom and Shearman & Sterling are advising on the merger between US refuse controllers Waste Management and USA Waste. The merger is valued at $20 billion. Shearman & Sterling is counsel to USA Waste led by M&A partner John Marzulli in New York. Other New York partners are Mary Kate Wold (tax), John Cannon (competition), Margaret Murphy (environmental) and William Roll (litigation). Stephen Sunshine, a partner in Washington, dealt with antitrust matters.

Diageo, the world's largest drinks business, is selling drinks brands Bombay gin and Dewar's scotch whisky to Bacardi, at a price thought to be over £1.1 billion (US $1.8 billion). The sale was required by US regulators in order to allow the proposed merger of Guinness and Grand Metropolitan to go ahead. Goldman Sachs entered into a US$2.6 billion multicurrency agreement with Bacardi, consisting of three series of term loans to finance the acquisitions and one series of term loans to refinance the company's existing debt. Frank Aquila and Neil Anderson, M&A partners at Sullivan & Cromwell's New York office, are advising Diageo.

Imperial Tobacco Group is buying Douwe Egberts Van Nelle Tobacco from Sara Lee/Douwe Egberts for £652 million. The acquisition is subject to Works Council consent in the Netherlands, regulatory clearance in a number of jurisdictions and the consent of Imperial Tobacco Group's shareholders. Ashurst Morris Crisp is acting for Imperial Tobacco Group, with a team led by corporate partners David Macfarlane and Jeremy Parr. The team includes partners Roger Finbow (competition), Ian Johnson (tax ), and Richard Kendall (finance). Nauta Dutilh's partner Joan van Marwijk Kooy is also advising Imperial Tobacco in the Netherlands. Schroders are acting as the financial advisers to the Group.

The Government of Abu Dhabi is restructuring and privatizing its water and electricity industries. The work of the Privatization Committee includes the establishment of a regulatory framework, the creation of a new body, (Regulation and Supervision Bureau for the Water and Electricity Sector), the drafting of regulatory licences and the unbundling of the existing vertically integrated government department into separate companies. Denton Hall is advising the Privatization Committee on all issues. Leading the London-based team is energy partner Christopher McGee-Osborne. Energy partner Richard Metcalf is also working on the project.

US firms Skadden, Arps, Slate, Meagher and Flom, and Shearman & Sterling have scooped the worlds's largest deal: the merger between Travelers Group and Citicorp, estimated at $166 billion. The merger announcement was expected to speed up plans for reform of US banking law, which prohibits bank holding companies from involvement in insurance business. Shearman & Sterling is representing Citicorp. Senior partner Stephen Volk and corporate specialist David Heleniak are leading the team.

Eurotunnel declared a moratorium on the payment of interest on the major part of its debt on September 14 1995. An outline agreement on a restructuring plan was reached between Eurotunnel and a steering group of its bank lenders 12 months later, on October 2 1996. Eight months later in May 1997, detailed terms sheets were agreed. The proposals were then put to Eurotunnel's shareholders and the whole banking syndicate of nearly 200 banks for approval — the agreement of each individual bank was required. The Restructuring Agreement was signed on January 29 1998 and the restructuring finally became effective two months later, on April 7 1998. The corporate structure of Eurotunnel is unusual. There are two separate corporate groups linked at the holding company level by the listing and trading of their shares in units, and at the level of the principal subsidiary of each group because the concession to build and operate the Channel Tunnel was granted jointly to the two companies (see box).

The Russian Federal Securities Commission (FSC) is continuing to assert its authority over the securities market by introducing regulation of listed companies' share issues. The reforms follows the FSC's prohibition of the controversial Sidanco bond issue with the rules expected to become effective in May 1998. As in the commission's intervention in Sidanco's bond issue, these reforms are designed to alleviate worries about minority shareholder's rights. Russian companies will be required to disclose more detailed information to shareholders before registering share issues with the FSC. This must be done at least one month before prospectuses are submitted. The commission aims to boost its control over closed subscriptions to share issues.

The Law Society of Singapore is lobbying the government to allow law firms to change their partnerships into private companies. Creating private companies would give partners limited liability and the society believes it would encourage more aggressive marketing strategies. The move is also being seen as a step to make domestic law firms compete more effectively with foreign law firms. The Law Society believes foreign firms in Singapore have greater resources and pools of talent than local firms. Limited liability for partners of firms would make mergers of law firms less risky for those involved.