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In autumn 1996, the ministry of finance appointed a working group to assess the need for securities legislation and to propose amendments. The working group prepared a memorandum called Securities Markets 2000 on the Finnish securities markets and securities legislation. The memorandum was published in February 1998.

In February 1998 amendments to acts regarding the financial sector were proposed. They included the following:

Two recent decisions have underlined the enduring significance of subrogation in legal practice. A person who has this right or remedy is known as the subrogatee. The subrogatee stands in the shoes of another person to enjoy the benefit of securities, claims and remedies available to that other person.

After currency devaluation in Asia, lenders and borrowers are scrutinizing material adverse change (MAC) clauses to determine their respective positions. By Richard M Gray of Milbank, Tweed, Hadley & McCloy, Singapore

Halliburton, the second-largest company in the oil services industry, is to buy Dresser Industries, the third-largest, in a US$8.1 billion stock swap. The deal will create a company with US$16 billion in combined revenue, and relegates Schlumberger, at present the world's largest oil-services group with revenues of US$11 billion, to second place. The move is expected to lead to further consolidation within the industry. US firm Vinson & Elkins, Houston, represented Halliburton. Lead partner was mergers and acquisitions specialist Bill Joor. The Houston office was assisted by a team in the Washington DC office, working on antitrust issues and led by Ky Ewing. Weil, Gotshal & Manges, New York, advised Dresser Industries. Dennis Block, mergers and acquisitions partner, coordinated the lawyers.

UK retail group WH Smith has sold its Waterstones book chain to a joint venture between UK's EMI Group and US Advent International for £300 million (US$495 million) in cash. The company, known as HMV Media Group, will also acquire EMI's HMV music retail group and Dillons bookshops. It is expected to rank as one of Europe's leading retailers of books, music, computer games and videos. Linklaters & Paines, London, advised WH Smith. Lead partner was corporate specialist Mark Stamp. Also involved were partners Ian Karet (intellectual property) and Bill Allan (competition). Titmuss Sainer Dechert, London, provided property advice to WH Smith.

UK brewing and leisure group Bass agreed on February 20 to buy Inter-Continental Hotels and Resorts for £1.78 billion (US$2.9 billion). The acquisition gives Bass a leading global position in the luxury hotel market and complements its mid-market Holiday Inns operation. Under the deal, by which it beat its rival, US hotel group Marriott International, Bass will pay US$1.4 billion in cash, repay US$450 million in debt, and assume a further US$1.1 billion in debt. If US and EU regulators approve, the takeover could be completed by March 31. Davis Polk & Wardwell, New York, advised Bass in the US; the team included corporate partners Paul Kingsley, Patrick Dore, and Michael Mollerus. UK counsel was Linklaters & Paines, London, led by corporate partners David Cheyne and Christopher Johnson-Gilbert. Representing Inter-Continental Hotels and Resorts, and its owner, the Saison group of Japan, was US firm Cleary, Gottlieb, Steen & Hamilton, New York. UK counsel was Stephenson Harwood in London.

The pressures of internationalization are driving Benelux firms to look beyond their own borders for potential allies in the global market of the future. Nick Ferguson reports

As US firms target the international asset-backed securities market, Richard Forster and Stephen Mulrenan examine the firms behind the deals of 1997 and the prospects for securitization in 1998.

In February, the Singapore government unveiled its budget for 1998. Highlights of the budget for businesses include: