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In the second of his series considering possible changes to bond documentation to ease sovereign debt problems, Lee C Buchheit of Cleary, Gottlieb, Steen & Hamilton, New York, considers the majority action clause

The Supreme Court of Mexico is reviewing a controversy, Contradiccion de tesis 2/98 y 11/98, that challenges the enforceability of arrangements under which Mexican banks have imposed charges for interest on unpaid interest. The resolution of this matter will affect the many legal disputes which arose in 1995 after the Mexican peso devaluation and the ensuing spike in interest rates (up to 100%) and could have serious financial consequences for an already troubled banking sector.

Settlement systems for national and cross-border payments carry risks relating to the insolvency of participants. A new legal basis for netting systems in the EU provides comfort. By Marianne Walsh and Markus Wellinger of Van Bael & Bellis, Brussels

The Commission has proposed that the EU Directive on money laundering be extended to activities and professions outside the financial services sector, and that the range of suspicious transactions to which it applies should be broadened to cover the proceeds of serious crimes other than just drug trafficking. The Directive obliges all credit and financial institutions to seek identification of all of their customers entering into a business relationship when a single transaction or series of linked transactions exceed Ecu15,000 (US$16,600) or, even where this threshold is not met, where money laundering is suspected.

Market access for foreign enterprises into China is still restricted. Particularly limited are possibilities for the establishment of foreign investment enterprises (FIE), including equity and contractual joint venture companies with Chinese and foreign investment as well as wholly foreign owned enterprises, directly engaged in trading and distribution activities.

The Cyprus Stock Exchange (CSE) has embarked on its most ambitious project yet, the creation of an electronic exchange. With a view to improving its connectivity, speeding up securities transactions and cutting costs, the CSE has signed a contract with an Australian computer firm to develop and install the required equipment and software. Full computerization of trading as well as back office procedures, ie clearing and settlement, is scheduled to be operational by mid-1999. The customization and testing of the electronic dealing system is under way. The same system architecture is already used by the Geneva, Moscow and Oslo stock exchanges. Even though the exchange is to go on-line, the trading floor will continue to exist for some time. Remote-terminal-based trading will follow at a later stage. The provision of central clearing facilities for stock exchange transactions under the electronic system was put out to tender and won by a major Cypriot banking institution.

In June the Minister for Economic Affairs tabled a proposal in parliament making it possible to merge (or cooperate through a holding company) between banks organized as savings institutions and mortgage credit institutions organized as member associations. On the same day BG Bank and Realkredit Danmark published their intention to do exactly that. Banks organized under the rules governing BG Bank until now have been subject to rules limiting shareholders' voting rights (also in a holding company controlling a bank organized as a savings institution company). The limitation of shareholders' voting rights may now be abolished by the shareholders. The abolition may pave the way for a mortgage credit association holding the majority of votes in a merged entity — as is required by law.

In a world of global finance and capital flows, the extra-territorial reach of national securities laws needs to be clearly defined. In the US, this is not the case. The absence of legislative guidelines has spawned considerable litigation.

A pool of French, English and American firms worked for the success of the IPO of GEC Alsthom, the joint venture between GEC and Alcatel Alsthom, now renamed Alstom. The offering, totalling US$3.7 billion, comprised shares, depositary receipts and ADRs, with a primary listing in Paris and secondary listings in London and NewYork. Goldman Sachs and Credit Suisse First Boston acted as joint global coordinators.

Sirona Dental System, the dental equipment business, has issued a Dm170 million (US$309.1 million) to refinance a subordinated bridge loan facility related to its leveraged buy-out from Siemens by Shroders Venture. The total purchase price was Dm750 million. Warburg Dillon Read acted as lead manager for the offering.