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In May, 12 years into negotiations to create an EU directive on takeovers, Germany suddenly got cold feet. Hartmut Krause of Allen & Overy, Frankfurt, discusses the compromise with the EU it has since won and how it can draft its own legislation to protect German companies from hostile international bids

Later this year the EU is expected to pass legislation that will pave the way for the European Company, with far reaching implications for cross-border business in Europe. Jean-Louis Joris of Cleary, Gottlieb, Steen & Hamilton, Brussels, looks at the challenges in drafting the law and the potential benefits for multinationals

The government is completing the preparation of a Finance Act, the pre-project for which envisages an in-depth reform of the legal regime governing the Spanish financial sector. One of the basic aims sought by the government with this Act, as deduced from sections of the pre-project, is to provide a solid base for the mechanisms that guarantee true protection to the investor. For this purpose, the pre-project attempts to promote the transparency of the markets and the control of insider information.

The Securities and Futures Bill, gazetted in November 2000, seeks to consolidate and reform 10 ordinances now regulating the Hong Kong securities and futures market. The proposed legislation seeks to increase the transparency of securities dealings, tighten restrictions against market manipulation, and improve the operations of market participants, therefore bringing Hong Kong securities legislation in line with those of key international financial centres. Not surprisingly, disclosure of interests in shares of Hong Kong listed companies is one main area of change. Major amendments proposed include the following:

The Ontario Securities Commission (OSC) has republished proposed Rule 45-501 (the "proposed rule") on exempt distributions. The proposed rule has been revised as a result of comments received on the version of the proposed rule originally published for comment in September 2000 (the "original version").

The Central Bank of Brazil established, in its Circular No. 3.039 of June 8 2001, the 2001 Census of Foreign Capital in Brazil. This was due to the increase of foreign capital which has been invested in the country over the last five years.

On May 29 the Banks Law was amended for the second time within two years of its enactment. The main goal of the Amendments is to bring the Turkish banking sector closer to EU standards and to clarify the authority of the Saving Deposits Insurance Fund in its dealings with the problem banks transferred to it and their shareholders.

Cashpooling is the centralization of group treasury management used to maximize the financial results of the cash management policy of a group. The past couple of years have seen an ever increasing demand for the implementation of European cross-border cashpooling systems, involving one or more Portuguese subsidiaries. As a rule the pool leader is located in a European country other than Portugal.

The new provisions of the Act on Insurance Companies (ICA) and the Act on Foreign Insurance Companies (FICA) have expanded the business opportunities of Finnish insurance companies and insurance companies located outside the EEA. New rules on the marketing of insurance products and services were introduced concurrently. The objective of the amendments is to expand the possibilities of insurance companies to operate in the financial markets and to harmonize the marketing rules and requirements applicable to credit institutions and insurance companies. The amendments of the ICA and FICA became effective on May 15 2001.

The China Securities Regulatory Commission (CSRC) on May 17 2001 unveiled the long-awaited online price bidding proposal, a new mechanism of price fixing in initial public offerings (IPOs). The proposed scheme is intended to allow market forces of supply and demand to determine the price of primary securities offerings.