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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.

On January 1 1998, the new Law on Register Liens and the Pledge Register (Ustawa o zastawie rejestrowym i rejestrze zastawow) entered into effect. The Polish parliament followed the example of other (romanic) countries to establish a pledge registry and replace the pledging-privileges of Polish banks which lost effect on December 31 1997. Under the old Article 308 of the Polish Civil Code (Kodeks Cywilny), it was sufficient for the bank to register the pledge of an asset in its own register to establish a valid lien over movables in favour of a bank. The bank was then entitled to issue an enforceable title on its own behalf. These provisions were made invalid by the entry into force of the new statute.

One year after its enactment, Decree-Law 70/97 of April 3 (Netting Law) has fulfilled many of its expectations. A formidable increase in derivative documentation efforts clearly shows the renewed interest of derivatives transaction agents dealing with Portuguese residents to make use of the advantages arising from Portugal's entry in the netting jurisdictions' league.

In early March 1998, the German federal government published a draft statute for the implementation of EC directives on deposit guarantee schemes (94/19/EC) and investor compensation schemes (97/9/EC). The statue will create a whole new system of compensation schemes. The existing (private and voluntary) deposit protection scheme of the association of private banks in Germany (Einlagensicherungsfonds), offering an exceptionally high degree of protection (ie each deposit is insured up to an amount equivalent to 30% of the bank's liable capital) will remain in place with the new compensation schemes.

The development of a well organized bond market depends on the controls guaranteeing the stability and correct functioning of the competitive mechanisms, the transparency of the determination of the prices and the protection of the saver-investor, among other things.

On March 1 1998, an amendment of the Austrian Investment Fund Act (Investmentfondsgesetz) entered into force. New types of investment funds and provisions dealing with fund management and marketing activities were introduced.

Macfarlanes, Slaughter and May, Freshfields and Wachtell Lipton Rosen & Katz are all involved in the fight for the UK chemical and fibre company Courtaulds. A US$1.8 billion bid from Dutch chemical business Akzo Nobel was agreed in April. On May 12 US paints and glass group PPG confirmed it is in preliminary talks with Courtaulds along with US investment bank Donaldson Lufkin and Jenrette. Macfarlanes in London is advising PPG with a team of lawyers headed by corporate specialists Robert Sutton and Mary Leth, tax specialist Ashley Greenbank and pensions specialist Douglas Shugar. Also advising PPG is New York firm Wachtell, Lipton, Rosen & Katz.

Sullivan & Cromwell, New York is advising US local telephone company SBC Communications on its US$57 billion merger with Chicago telephone group Ameritech. The team of lawyers was headed by Benjamin Stapleton (M&A) and Andrew Mason (tax). Mayer Brown & Platt, Chicago, and Skadden, Arps, Slate, Meagher & Flom, New York, are advising Ameritech. The team of lawyers from Mayer Brown includes Robert Helman, Herbert Kruger, Wayne Luepker, Richard Williamson and Theodore Livingston. The team of lawyers from Skadden Arps is headed by Charles Mulaney. (M&A), Lewis Freeman (tax) and Antoinette Bush (communications and regulation).

Daimler-Benz and Chrysler have announced on May 7 the largest industrial merger ever. The deal values Chrysler at US$39 billion. The new group, known as Daimler-Chrysler, is estimated to be worth US$92 billion and will be the world's fifth-largest vehicle maker.

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.