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Bell Atlantic has launched a US$2.4 billion convertible bond. The five-year deal is the largest international equity-linked offering to date. Bell could not sell shares direct because of US regulations which prohibited an equity offering within two years of its merger with Nynex, the New York telephone company, last year. The bonds, which were distributed largely to non-US investors, will be exchangeable into Bell's 25% stake in New Zealand Telecom after 18 months. Davis Polk & Wardwell advised the lead managers, SBC Warburg. Davis Polk's team was led by capital markets partners Winthrop Conrad in New York and Sandy Whitman in London.

Finland's two largest energy companies are to merge. Imatra Power, the state-owned power generator, will join with Neste Oy, the partially privatized oil company. After EU merger clearance, minority shareholdings will be transformed into shares in the new holding company, IVO-Neste Group. The company will have a combined turnover of approximately FIM55 billion (US$10 billion) and will list on the Helsinki stock exchange. Full privatization is likely to follow. The government holds stakes of 95.6% in IVO and 83% in Neste. Gasum, Nesté's natural gas joint venture with Gazprom, will not be included in the merged company. The Ministry of Trade and Industry and IVO-Neste have appointed Finnish firm Roschier-Holmberg & Waselius as legal adviser. The firm's team comprises partners Tomas Lindholm, head of the capital markets group, and Gunnar Westerlund, head of the tax group.

Federal Mogul, the global automobile parts manufacturer, announced on January 12 its plans to purchase Fel-Pro, a privately owned manufacturer, for US$720 million. The transaction includes US$225 million in common stock and US$495 million in cash. The deal will make the combined company a single source for engine-dealing systems, considered vital for auto-parts makers as the industry consolidates. Advising Federal-Mogul on all corporate aspects of the deal is Cleary, Gottlieb, Steen & Hamilton, New York. Lead partner is M&A specialist William Groll. Also involved is the Chicago office of Baker & McKenzie, advising on tax issues. Representing Fel-Pro is Katten Muchin & Zavis, Chicago. Lead partner is corporate specialist David Shavitz.

Nestlé, the Swiss consumer products group, will pay £715 million to Dalgety, the UK food group, for its Spillers pet food business. The deal, subject to regulatory clearance, will give Nestlé 20% of Europe's branded pet food market. It is Nestlé's biggest acquisition since the 1992 purchase of Perrier, the French mineral water group. Two UK firms are working on the deal. Freshfields advise Nestlé while Slaughter and May advise Dalgety. Freshfield's corporate partner Julian Francis is leading the team, which includes partners Francis Sandison (tax), Nick Spearing (antitrust), Nick Carter (intellectual property) and Mark Wheelhouse (property).

UK companies Glaxo Wellcome and SmithKline Beecham are planning a £100 billion merger (US$60 billion) which will create the world's biggest drugs manufacturer and the world's third largest company after General Electric and Royal Dutch/Shell. The news follows the rumours surrounding a possible merger between SmithKline Beecham and American Home Products, now abandoned. UK firm Slaughter and May and US firm Sullivan & Cromwell are representing Glaxo Wellcome. Slaughter & May's corporate partners Glen James, Michael Pescod and Robert Stern worked with competition partners Michael Nicholson, Laura Carstensen and tax partner Howard Nowlan on the deal. Sullivan & Cromwell partner Ben Stapleton worked on M&A issues out of the New York office, assisted by London partners William Plapinger (securities) and Robert Osgood (antitrust).

Eurotunnel has restructured its debt through a four-tranche bond issue, totalling £5 billion. The issue includes a £1 billion convertible bond, swapping debt for equity. It is over two years since the company declared a moritorium on interest payments. The deal, which was the largest ever private sector corporate workout, involved a syndicate of almost 200 banks. UK firm Linklaters is advising the four agent banks for the syndicate (NatWest, Credit Lyonnais, Midland and BNP) on English, French and US law. Rambaud Martel is acting as special French counsel to the banks. UK firm Herbert Smith advises Eurotunnel alongside Darrois Villey Maillot Brochier, the local counsel.

The UK's system of distinguishing levels of barristers should be disbanded, according to a report published by free market think-tank, the Adam Smith Institute. Its author, Peter Reeves, criticizes the system of Queen's Counsels (QCs or silks) as being costly and misleading. The radical proposal follows recent criticism made by the Lord Chancellor, Lord Irvine, about top commercial barristers charging excessive fees.

For the second time, the Swedish Bar Association has forced Wahlin Adokatbyra to dismantle its links with big six firm KPMG. Wahlin, a firm created in 1997 as an associate law firm of the professional services giant, must abandon the cooperation agreements between the two firms or face being disbarred with immediate effect. Name partner Tryggve Wahlin says: "The Bar came to the conclusion that these agreements were not consistent with the independence of the professional lawyers in Sweden. I can accept that reason because I think that is important too, but I don't think our agreements were in conflict with it."

UK firm Linklaters & Paines is extending its Asian practice by opening an office in Bangkok. The office, which opened in January, complements Linklaters' other Asian offices in Singapore, Tokyo and Hong Kong. Unlike other countries in south-east Asia, Thai bar rules enable foreign firms to employ local lawyers. Three lawyers have been taken on as partners to join managing partner Chris King. They join Linklaters from Thai firm International Legal Counsellors.

Hungarian lawyers are reacting furiously to accusations from foreign firms in the country that new proposals will restrict Hungary's legal market. Local lawyers claim instead that the proposals, which are expected to become law next week, will liberalize the market. They also claim that the reforms will enable foreign law firms to work in Hungary within the law–something they feel has not been the case so far.