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Proposed amendments to the Toronto Stock Exchange (TSX) corporate governance guidelines were recently published in response to the Saucier Report on corporate governance in Canada. Unlike the New York Stock Exchange (NYSE), the TSX does not have corporate governance listing standards. Instead, TSX companies are required to disclose their corporate governance system on an annual basis and, where the system differs from the TSX guidelines, to disclose the reasons for the difference.

Ed Greene of Cleary, Gottlieb, Steen & Hamilton calls for greater cooperation between Europe and the US to solve some of the problems afflicting world markets

Allen & Overy and Clifford Chance are reaping the rewards of one of the largest management buy-outs in Europe this year after senior executives at Irish real-estate company Green Property were successful in taking the company private last month. Green Property managing director Stephen Vernon made the bid through the Rodinheights consortium backed by Merrill Lynch International and Bank of Scotland. Rodinheights' €1 billion ($989 million) bid was announced on July 3 beating those of rival consortia like Deutsche Bank Real Estate Private Equity and Goldman Sachs & Co's Whitehall fund. Rodinheights is offering €9.80 for each of Green Property's shares and shareholders are expected to accept the offer this month.

Six military transport ships are to be built by a private company and manned by civilian sailors in the latest twist in the UK government's use of private finance initiative deals.

Germany's national railway operator, Deutsche Bahn, concluded a whirlwind month of negotiations at the beginning of July to acquire 65% of Stinnes, the logistics and freight company, from E.ON, the energy group, for €2.5 billion ($2.5 billion). The transaction is one of the largest acquisitions to close since the German Takeover Act was introduced in January this year and its legal structure points a way forward for future acquisitions under the new laws.

Andersen partners create Bird & Bird German office

German lawyers have given a lukewarm response to a code of practice for companies listing on the Frankfurt stock market. The Going Public Principles developed by Deutsche Börse and the banking and legal members of its Primary Markets Advisory Committee are designed to strengthen the role of the prospectus as the central information medium for deals and are the result of several months of market consultation.

The Ministry of Finance has issued two new decisions amending the regulation on listing particulars and offer documents: the Decision on Listing Particulars (26.6.2002/539) and the Decision on Offer Documents (26.6.2002/540). These decisions replace the Ministry of Finance's Decision on Listing Particulars (19.11.1998/197) and Decision on Offer Documents (13.10.1994/905).

On May 21 2002 a new set of rules for standardized information disclosure was introduced by China's central bank the People's Bank of China (PBoC) to improve commercial banks' transparency. The introduction of the Commercial Banks Information Disclosure Tentative Procedures, which contain 31 articles in total and take effect immediately following promulgation, is seen as a further step taken by the PBoC in its effort to reform the banking sector and to reinforce market discipline for commercial banks, which are under enormous pressure from foreign competitors especially after China's entry into the WTO.

The Australian Takeovers Panel recently declared a break fee to be unacceptable. The break fee was payable in shares, giving the offeror (Rexadis) the right to acquire a substantial interest in the target company (Ballarat Goldfields) if the shareholders rejected a proposal for Rexadis to buy assets of the company. The Rexadis proposal was one of three competing proposals for the future of Ballarat Goldfields. The Panel considered the break fee was likely to have a coercive effect on shareholders when considering the proposals. A rejection of the Rexadis proposal by shareholders could have diluted shareholdings. The Panel thought it was in the shareholders' best interests to be able to make an unfettered choice on the proposals.