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The long-awaited Mergers and Acquisitions (M&A) Law was finally passed by parliament in April 1997. The M&A Law is based on EU Directives and is fully harmonized with EU rules.

The Colombian government, recognizing the importance of an efficient telecommunications infrastructure, has taken steps in the last few years to liberalize Colombia's regulatory framework. These changes have created significant investment opportunities in a number of areas, including local telephone services.

Privatization: amendments to corporate and capital markets law. On April 10 1997, Congress approved a Bill introducing amendments to Law 6404/76 (Law on Corporations) and 6385/76 (Law on Capital Markets). Rights of minority shareholders have been altered to allow more flexibility in cases of mergers or split-ups. The aim of the Bill is to assist the privatization process.

The Bank of Italy has recently amended Chapter LXI of the Istruzioni di Vigilanza (Supervisory Rules) which govern capital adequacy in relation to market risk and apply to all banks and banking groups with the exception of Italian branches of non-EU banks whose registered offices are in countries belonging to the Group of Ten.

Under the merger control rules of the Austrian Cartel Act (ACA) a pre-closing filing is required if the combined turnover of all participating undertakings amounts to at least Sch3.5 billion (US$290 million), provided that the turnover of at least two undertakings involved in the merger is at least Sch5 million. Because Section 42a para 1 ACA does not qualify the term 'turnover' (Umsatz)in geographic terms, and because the preparatory documents of the Cartel Law Amendment Act confirm the irrelevance of the distinction between domestic and foreign turnover, the Austrian Cartel Court initially applied the threshold to worldwide turnover. From the outset the turnover thresholds for the pre-closing filing requirement under Section 42a para 1 of the ACA have been considered too low. Because the Austrian Cartel Court only applied fairly weak structural link and effects tests to limit the jurisdiction of the court with respect to 'foreign' mergers and business combinations, transactions with a negligible Austrian content were subject to the pre-closing filing requirement and the one-month waiting period provided for under Section 42b ACA.

Four US appeal court rulings on Lloyd’s-related litigation have failed to resolve the issues. The conflict challenges part of the US securities law regime. By David Bernstein of Rogers & Wells, New York

A new raft of financial services reforms opens the way for more competition from abroad, among other significant reforms. By Paul Belanger of Blake, Cassels & Graydon, Toronto

Avoiding censure from the European Commission, France has dropped its restrictive practices on Eurofranc management and listings. By Gilles Endréo of Linklaters & Paines, Paris

Third Annual In-House Counsel Event

Robert Mooney, general counsel and deputy chief administrative officer, Asia Pacific region, Merrill Lynch, talks to Richard Forster