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The principle of banking confidentiality has traditionally also protected the fraudsters. The strong confidentiality jurisdictions have taken measures to discriminate. By Franco Taisch of Liechtensteinische Landesbank, Vaduz

The Singapore Law Society has issued a new code of conduct for lawyers in an attempt to provide greater transparency. The code, which came into force on June 1, formalizes the Society's existing Practice Directions, a series of guidelines for lawyers covering ethics, client-lawyer and lawyer-lawyer relationships, and conduct of business. Lawyers must now ensure clients are aware how much they will be charged, and on what basis, before work is started. They must also keep clients 'reasonably informed', making sure they see all relevant documents, and are now expected to respond promptly to telephone calls from clients and keep appointments unless they have good reasons. Lawyers found guilty of misconduct can be fined up to $5000, reprimanded, suspended or even struck off.

Eight listed South African companies are to merge to create the world's largest gold mining company, with an expected market capitalization in excess of £2.8 billion (US$ 4.6 billion). The merger should be effected with one of the companies, Anglogold, acquiring all the shares of each of the others under seven schemes of arrangement. Each scheme is subject to the approval of the South African High Court. In the unlikeley event of a scheme not being approved, Anglogold has prepared an alternative takeover offer for the concerned shareholders. The new company, also called Anglogold will be listed on the Johannesburg, London and Paris stock exchanges.

The Italian securities regulator, CONSOB, has established new conduct of business rules for EU-based firms providing investment services in Italy through a branch. By Piero Salera of Pavia e Ansaldo, Rome

Bruno Cova, general counsel at Agip, the Exploration & Production Division of Eni, talks to Barbara Galli

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.

Without recourse to international arbitration under the BOT Decision, foreign investors have stopped financing Turkish infrastructure projects. International treaties may offer a solution. By H Elizabeth Kroeger and Timothy Kautz of Jones, Day, Reavis & Pogue, Frankfurt

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.

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.