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The Companies (Amendment) (Segregated Portfolio Companies) Law 1998 was recently passed and incorporated as a schedule to the Companies Law. The new legislation will affect only those companies which undertake captive insurance business in the Cayman Islands and hold an Unrestricted Class B Insurers Licence issued under the Insurance Law.

New regulations from Argentina’s Securities Commission provide guidelines for Argentine companies seeking to raise capital in the US through ADRs or GDRs. By Malen Gaynor Giron of Asorey & Navarrine, Buenos Aires

Sullivan & Cromwell, New York is advising US local telephone company SBC Communications on its US$57 billion merger with Chicago telephone group Ameritech. The team of lawyers was headed by Benjamin Stapleton (M&A) and Andrew Mason (tax). Mayer Brown & Platt, Chicago, and Skadden, Arps, Slate, Meagher & Flom, New York, are advising Ameritech. The team of lawyers from Mayer Brown includes Robert Helman, Herbert Kruger, Wayne Luepker, Richard Williamson and Theodore Livingston. The team of lawyers from Skadden Arps is headed by Charles Mulaney. (M&A), Lewis Freeman (tax) and Antoinette Bush (communications and regulation).

In Brussels, White & Case has lost a senior partner to a new Baker & McKenzie venture. Aristoteles Kaplanidis had been with Forrester Norall & Sutton for 12 years before its merger with White & Case (see IFLRev, January 1998, page 3). He is now to have executive responsibility for a new centre set up by Baker & McKenzie to provide clients with specialized EU advice. Kaplanidis stresses simply that the offer from Baker & McKenzie came at the right time for him. He says of his three months with White & Case: "There were a lot of changes going on at Forrester which, to be honest, made me think twice about leaving. There were good prospects and during my time there I worked on some very interesting things ... The merger was not the reason I moved."

The merger of two New York energy companies, Con Edison and Orange and Rockland Utilities, announced May 11 1998, is expected to increase efficiency and result in net savings of up to US$50 million a year. Cravath Swaine and Moore, New York, is advising Con Edison in the US$790 million acquisition of O&R. The team of lawyers from Cravath Swaine is headed by M&A partner George Belicic.

The parliamentary committee reviewing the Swedish Companies Act published a report (SOU 1997:168) late last year on profit distributions. The report addresses the uncertainty as to whether profit distributions may be decided at extraordinary shareholders meetings and suggests that additional distributions may be decided after the annual general meeting. No advance distributions were proposed. The present veto of the board of directors was proposed to be abolished. Another proposal was to abolish the restriction on parent companies' right to distribute profits in excess of the free equity on the consolidated group balance sheet, leaving the parent company's own free equity freely distributable. However, the so-called prudence rule was kept, stating that a profit distribution may not be so high as to contravene generally accepted business practices in view of the company's or group's consolidation needs, liquidity or financial position. This rule was tightened by dropping the reference to business practice and making its application to any form of transfer of values to shareholders or others clear.

On March 1 1998, an amendment of the Austrian Investment Fund Act (Investmentfondsgesetz) entered into force. New types of investment funds and provisions dealing with fund management and marketing activities were introduced.

On January 1 1998, the new Law on Register Liens and the Pledge Register (Ustawa o zastawie rejestrowym i rejestrze zastawow) entered into effect. The Polish parliament followed the example of other (romanic) countries to establish a pledge registry and replace the pledging-privileges of Polish banks which lost effect on December 31 1997. Under the old Article 308 of the Polish Civil Code (Kodeks Cywilny), it was sufficient for the bank to register the pledge of an asset in its own register to establish a valid lien over movables in favour of a bank. The bank was then entitled to issue an enforceable title on its own behalf. These provisions were made invalid by the entry into force of the new statute.

New Swiss legislation has opened the way for more sharing of administrative assistance information, building from the success of cooperation in the criminal field. By Claude Rouiller of Ziegler & Poncet, Geneva, former Chief Justice of Switzerland

UK firm Norton Rose is ending its association in Hong Kong with local firm Johnson Stokes & Master, with effect from March 31 1999. From this date a clause in the 1976 association agreement will prevent Norton Rose from carrying on a legal practice in Hong Kong for three years. Roger Birkby, Norton Rose managing partner, says: "We have grown more international and we have to work for our clients wherever in the world they want us to. This proved difficult in Hong Kong, because the terms of the association did not allow us to work in areas such as project finance or asset finance." Norton Rose in Hong Kong provides primarily corporate finance, banking and marine litigation services. According to Birkby, several attempts to re-negotiate the terms of the association failed.