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The recent US$200 million international placement of 10-year subordinated notes by Komercni Banka, the Czech Republic's largest commercial bank, was in many respects a watershed. The transaction constituted the first international offering by a bank in central and eastern Europe of subordinated debt that qualifies for inclusion in the bank's regulatory capital base. At a time when Komercni Banka, like most other Czech banks, was required to increase its provisions for classified loans, the issue of the notes enabled the bank to shore up its balance sheet and maintain an acceptable risk capital ratio without issuing new equity. From a legal perspective, the transaction presented a number of novel issues requiring innovative solutions. One of the most vexing challenges was structuring a subordination clause that satisfied both the international marketplace and Czech regulators, because neither existing banking regulations nor the Czech Bankruptcy Act recognized a concept of subordination consistent with international practice and standards. This article examines how the lawyers on the transaction managed to fit a square peg into a round hole to accomplish this feat.

Partners from Canadian law firms Fraser & Beatty and Milner Fenerty have voted in favour of a merger. As of October 1, the firms will continue business as Fraser Milner. The new firm, which will have offices in Alberta, Ontario and British Colombia, plans to offer a wider range of specialities. Both firms offer advice on all areas of business law but Milner Fenerty, which has offices in Alberta, has specific expertise in forestry, mining and oil and gas. Jeff Barnes, partner on the board at Fraser & Beatty in Toronto, says: "Milner Fenerty is very specialized and we could not grow this ourselves. The merger will give us presence in these major product markets."

UK firms Denton Hall, Richards Butler and Theodore Goddard are engaged in talks regarding a possible tripartite merger. If successful, the merger would produce the seventh largest law firm by lawyers based in the UK, and would have offices in 17 jurisdictions. Negotiations began in August and remain at an early stage of development. However, a plan for the merger may be put to partners by the end of the year. The new firm would have a significant global presence. Richards Butler has offices in Paris, Brussels, Piraeus, Warsaw, Beijing, Hong Kong, São Paulo, Oman, Islamabad, Qatar and Abu Dhabi. The firm is also considering opening an office in Azerbaijan, where the new oil industry has stimulated foreign investment. Denton Hall has offices in Brussels, Moscow, Beijing, Hong Kong, Tokyo, Singapore and New York. Theodore Goddard has an office in Brussels and associate offices in Paris and Jersey.

Freshfields, in a further move to build its US offices, has poached four partners from New York firm Milbank Tweed Hadley and McCloy. Ted Burke (project finance), Jonathan Rod (project bond finance) and Brian Rance (structured finance and derivatives) will join as partners in the New York office. Gregory May (tax) will join the Washington, DC office. Freshfields is concentrating on building up its project finance practice. Ian Terry, managing partner, says: "We will now have project finance specialists in all of the major jurisdictions. Expansion in the US will enable us to consolidate our practice with our US client base."

Emile du Toit, general manager legal services at Absa, talks to Samantha Swiss about developing a group team after a merger

Facing addressive competition on three fronts, French firms need to abandon their approach to stay in the front rank. Barbara Galli reports from Paris

A recent Hong Kong case, Rudolph Robinson Steel v Nissho Iwai Hong Kong & Anor [1998], demonstrates that the parties to a letter of credit must show a clear intention if the presentation of a future document is to constitute a binding arrangement under the letter of credit.

Hampered by a small domestic market, Danish firms are probably as big as they can get, and there is little scope to open overseas. But firms are thinking of links with firms abroad. Barbara Galli reports

US law firm Squire, Sanders & Dempsey has announced plans to open offices in Taipei and Hong Kong. These will be the firm's first Asia-Pacific offices. The firm's head office is in Cleveland but it has a further 7 offices in the US and 8 offices in Europe and the former Soviet bloc. Thomas Stanton, managing partner of the Cleveland office, says: "Following our success in emerging markets in eastern Europe and the former Soviet Union, we decided to focus on China. Our offices will offer expertise in infrastructure, privatization, telecoms, finance and joint venture activity."

• US firm Brown & Wood has appointed Michael Durrer as a partner in its London office. Durrer returns to the firm after three years with Atlanta-based Kilpatrick Stockton. He joins the securitization practice group. • Mark Wierzbowski, a partner of the Warsaw office of Weil Gotshal & Manges, has been made President of the Supervisory Board of the Warsaw Stock Exchange.