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Under the merger control rules of the Austrian Cartel Act (ACA) a pre-closing filing is required if the combined turnover of all participating undertakings amounts to at least Sch3.5 billion (US$290 million), provided that the turnover of at least two undertakings involved in the merger is at least Sch5 million. Because Section 42a para 1 ACA does not qualify the term 'turnover' (Umsatz)in geographic terms, and because the preparatory documents of the Cartel Law Amendment Act confirm the irrelevance of the distinction between domestic and foreign turnover, the Austrian Cartel Court initially applied the threshold to worldwide turnover. From the outset the turnover thresholds for the pre-closing filing requirement under Section 42a para 1 of the ACA have been considered too low. Because the Austrian Cartel Court only applied fairly weak structural link and effects tests to limit the jurisdiction of the court with respect to 'foreign' mergers and business combinations, transactions with a negligible Austrian content were subject to the pre-closing filing requirement and the one-month waiting period provided for under Section 42b ACA.

Kramer, Levin, Naftalis & Frankel, New York, and Freshfields, London, are representing Tyco International, the world's largest manufacturer of fire and safety systems, in its US$5.6 billion merger with ADT, the largest provider of electric security services in North America. Davis Polk & Wardwell, New York, Appleby, Spurling & Kempe, Bermuda, and Allen & Overy, London, are advising ADT.

Beijing Datang Power Generation Company has listed on both the London and Hong Kong stock exchanges. It is the first Chinese company to have an equity listing in London. The share offer raised about US$400 million and was made possible by the signing last October of a Memorandum of Understanding by regulators and exchanges in the UK and China.

Russian gas company RAO Gazprom has obtained a US$2.5 billion credit facility, its first such facility without government guarantees and other public sponsoring. The loan is secured by proceeds from gas sales contracts with Western gas purchasers, and will finance sections of the Jamal pipeline. It is governed by German law and underwritten by an international consortium of banks lead managed by Dresdner Bank Group.

Privatization: amendments to corporate and capital markets law. On April 10 1997, Congress approved a Bill introducing amendments to Law 6404/76 (Law on Corporations) and 6385/76 (Law on Capital Markets). Rights of minority shareholders have been altered to allow more flexibility in cases of mergers or split-ups. The aim of the Bill is to assist the privatization process.

The new law on pledges in Poland should give project finance and other asset-backed lenders the protection they have lacked in the past. By Tomasz Dabrowski and George Macdonald of Salans Hertzfeld & Heilbronn, Warsaw and London

Two recent changes to Vietnam's banking laws have been heavily criticized by foreign bankers. Circular No. 07/TT-NH1 dated December 27 1996 concerning bank cheques, which came into force on April 1 1997, imposes tight restrictions on the use of cheques within Vietnam.

In the largest ever leveraged buyout effected on the European continent, Doughty Hanson & Co Ltd acquired the Geberit Group. Doughty Hanson, acting as general partner of various limited partnerships, controls Geberit International SA which purchased the shares of the Group's parent company, Geberit Holding AG, from certain members of the Geberit family who had held all of the shares in Geberit Holding AG either directly or through four personal holding companies.

As mentioned in last month's International Financial Law Review (see page 56) a parliamentary committee has suggested a wide-ranging reform of the Companies Act, in particular proposing rules allowing companies to repurchase their own shares.

The Danish rules on netting are found in Sections 57 and 58 of the Securities Trading Act (STA) of December 20 1995 which entered into force on May 1 1996.