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Davis Polk advises on $180 million secondary offering

Twenty-four of the most prominent law firms in the US have united to issue a consensus view on the proper application of Section 402 of the Sarbanes-Oxley Act, which bans companies from giving directors and executive officers personal loans.

Regulators from around the US are queuing up to condemn investment banks for their use of analysts and allocation of shares in lucrative offerings. Ben Maiden reports from New York on the battle over Wall Street

The Colombian Supreme Court of Justice (Corte Suprema de Justicia) has carried out an analysis of the legal nature and characteristics of performance bonds between private parties (by means of Decision No 6785 of May 2 2002). In the Decision, the court established that the bonds were initially regulated by Law 225 of 1938 which set out the legal regime for management and performance bonds with the purpose of assuring compliance with obligations derived from laws or contracts. Law 225, in the opinion of the court, is still in force. The bonds are generally conceived as an insurance by which a creditor is covered against any economic loss that may derive from the eventual breach of their debtor's obligations, transferring such risk to a third party (an insurance company) which assumes it as its own obligation in exchange for the payment of a premium.

When Merrill Lynch fell foul of US securities laws during China Telecom's initial public offering, the bank's actions highlighted industry-wide cracks in internal compliance. By Andrew Crooke

Clients of Czech banks and other financial institutions in the Czech Republic will soon have a new forum for dispute resolution. After January 1 2003, disputes related to payments of up to €50,000 ($48,800) or electronic payment instruments will be decided by a new institution referred to as the Financial Arbitrator. The Arbitrator will be appointed by the lower house of the parliament for a fixed term of five years. The costs associated with the administration of the Arbitrator's office will be paid by the Czech National Bank.

In one of the most dramatic policy decisions to come out of North Korea, the Pyongyang government announced in late September the adoption of legislation to create a 132-square mile special administrative zone (SAZ). The zone will be in the north-western city of Shinuiju, just across the Yalu River from the Chinese city of Dandong. For a 50-year term, the SAZ will operate its own legislative, judiciary and administrative functions and have its own legal and economic system, relatively free of central government interference, and even issue its own passports. However, the SAZ will not have defence or military and diplomatic functions. Some observers have remarked that the SAZ is modeled on the Shenzen and Suzhou developments in China, and may represent the adoption of an open-door policy in North Korea, signaling an irreversible change in the country.

The new tax treatment of stock options and long-term incentives in Spain - to be in force from January 1 2003 - represents a commitment to better tax treatment and to a broader spread of benefits. The latest amendments to the Project Law are a partial modification of the Spanish Personal Income Tax (PIT) Law approved by the Spanish Lower House last October 3. They show the Spanish government's commitment to going beyond the situation created during the late 1990s which led to public questions about the practices of some managers of large Spanish companies. And the proposed reforms set out to provide a more reasonable, if still improvable, tax treatment for employees' stock purchase and stock option schemes.

As provided in Article 11 of the 2002 Finance Law, the Italian Ministry of the Economy and Finance has issued Decree No 217 (August 2 2002, coming into force on October 16 2002), introducing amendments to legislative decree No 153 of May 17 1999 on the subject of Italy's banking foundations.

The Securities and Exchange Law provides that continuing financial disclosure of companies to the investing public must be reported on a consolidated and non-consolidated basis. In contrast, the Commercial Code provides that financial disclosure to shareholders must be prepared on a non-consolidated basis and the Corporate Tax Law provides that corporate tax must be calculated on a non-consolidated basis.