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  • By a judgment dated April 6 1998, the Danish prime minister was acquitted of charges of unconstitutional conduct in connection with the signing of the EU Treaty. The plaintiff, a group of Danish citizens, alleged that a provision in the constitution stating that surrender of sovereignty may only take place in certain defined cases had been violated.
  • The Electronic Commerce Policy Committee has made recommendations for a national electronic commerce framework, to attract foreign and local companies to base electronic commerce hub activities in Singapore. Among its recommendations is the enactment of a proposed Electronic Transactions Bill, to provide the legal framework to address issues posed by electronic transactions and electronic commerce, such as:
  • The International Primary Market Association (IPMA) is set to introduce a standard form of pricing supplement for its investment bank members despite the opposition of some legal practitioners. The standard form pricing supplement for use on Eurobond issues done under Medium Term Note (MTN) programmes, now the most common method of issuance, has taken a year to evolve given the lengthy consultation process with law firms as well as banks and the clearing agencies. "Having a standard form for plain vanilla issues is a major contribution to the market and we have put enough flexibility into the document so that it may be used on any programme," says Cliff Dammers, secretary general of the IPMA. The three big law firms in the Euro MTN market - Linklaters & Paines, Allen & Overy and Clifford Chance - were all asked to make submissions on the draft. Some lawyers in those firm argue that MTNs are by their nature not suitable for standardization. "It is not a market which lends itself to standardization," says David Dunnigan, partner in the London office of Clifford Chance. "Each programme tends to be crafted to the particular requirements of the borrower." Michael Voisin a partner at Linklaters & Paines in London agrees and argues that it will necessitate issuers changing the terms and conditions written into their programmes.
  • The OECD convention against corruption is a major step against bribery. But a totally fair market is still far off. By Michael Hershman of Decision Strategies/Fairfax International LLC, Falls Church, Virginia
  • Formerly restrictive of international offerings of securities, the British Columbia Securities Commission has introduced measures more favourable to foreign purchasers. By David Glennie, Peter O’Callaghan and Geoffrey Belsher of Blake, Cassels & Graydon, London and Vancouver
  • To cut perceived abuses of the safe harbour for offshore securities sales, the US SEC has restricted the use of Regulation S by US issuers. By Richard Muglia and Annemarie Tierney of Skadden, Arps, Slate, Meagher & Flom LLP, London
  • A wide-ranging reform and codification of Italian capital markets law tidies up some outstanding problems. It also introduces detailed rules on corporate governance. By Susanna Beltramo and Stefano Agnoli of Studio Legale Beltramo, Rome
  • Melia Inversiones Americanas (MIA), a Dutch company owning hotels in Latin America and the Caribbean, has been floated in a US$163.8 million international offering. The shares were offered to Spanish retail and institutional investors and to US institutions though a private placement. US firm Brown & Wood advised on New York and English law with Spanish law advice from Cuatrecasas. The shares, placed in the US through Rule 144A American Depositary Shares, were the first non-Spanish stock to be listed on the stock exchanges in Madrid, Barcelona, Valencia and Bilbao. A depositary system has been implemented to allow the bearer shares of MIA to be represented by electronic book entries in Spain (anotaciones en cuenta). The system is designed to satisfy both Spanish law relating to registered securities and the requirements of Dutch law on the transfer of bearer shares. Stibbe, Simont, Monahan, Duhot advised on Dutch aspects.
  • 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.
  • 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.