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New York firm Reid & Priest and San Francisco form Thelen Marrin Johnson Bridges confirmed market speculation by announcing, on April 6, they are to merge (see IFLRev, April 1998, page 3). It is the largest merger between east and west coast firms, combining over 350 lawyers. The new firm will be known as Thelen Reid & Priest when the merger is formalized on June 30. Richard Gary, Thelen Marrin's chairman, will become chairman of the new firm and Thomas Igoe, chairman of Reid & Priest, becomes vice-president.

The Czech parliament is expected to pass a package of reforms aimed at lessening investment funds' influence over domestic companies. While the measures have yet to be adopted, the threat of action has been enough to spark the beginning of strategic sell-offs of Czech companies by fund-holders. The proposed legislation will reduce the maximum stake in a company that an investment fund can hold from 20% to 11%. It will also force closed-end funds to open if they are trading at a discount of more than 40%, to be reduced to a 20% limit by the year 2000.

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.

Colombian companies are increasingly looking forward to expanding their capacity into new markets and increasing their local capacity. The merger of companies is a useful instrument to enhance this capacity.

Nearly 75% of the voting capital, corresponding to about 30% of the total capital of Eletropaulo Metropolina was sold at auction for about US$1.8 billion on April 15. Eletropaulo Metropolina was the largest of the two distribution networks of Eletropaulo which, in turn, was the largest distributor of electricity in Latin America. The participation was acquired by Light, already a distributor of electricity in Rio de Janeiro, controlled by a consortium formed by Companhia Siderúgica Nacional, the American companies Huston and AES and the French company EDF.

Under Swiss law, domestic investment funds, including hedge funds, are to be organized either as investment companies or multiple investors' contracts. Multiple investors' contracts will be governed by the Swiss Law on Investment Funds, while investment companies are subject to the Swiss Company Law, which is part of the Swiss Code of Obligations. If investment companies are listed on the Swiss Stock Exchange, they will also be subject to the listing rules of the stock exchange.

Spain recently approved rules to reduce the risks derived from the insolvency of any of the parties involved in financial operations in relation to derivative instruments. In the event of the accelerated maturity of the balances resulting from these operations, the netting of the balances is now allowed.

On December 11 1997, the ordinary shareholders' meeting of Borsa Italiana SpA, the company to which the organization and management of the Italian regulated markets of financial instruments has been attributed, adopted the regulation aimed at governing the markets, so implementing Article 47 of Legislative Decree No. 415 of July 23 1996.

On April 1 1998, the Third Financial Market Enhancement Act (Drittes Finanzmarktförderungsgesetz) entered into force amending various German statutes and covering stock exchange and securities trading law, investment fund law as well as the laws on venture capital companies, mortgage banks and public banks. The most important changes relate to the Stock Exchange Act (Börsengesetz), the Securities Trading Act (Wertpapierhandelsgesetz) and the Investment Companies Act (Kapitalanlagegesellschaftengesetz). In the area of stock exchange and securities trading law, the amendments include the following:

The Ministry of Finance issued a Decision on listing particulars on March 19 1998. The Decision concerns listing particulars to be published when an application for listing securities has been filed with the stock exchange or when securities subject to listing application are offered to the public. Shares, bonds, convertibles, warrants and depository receipts entitling to shares are subject to listing particulars requirements governed by the Decision.