Status

Representations and Warranties Anatomy™ →Go uptown A “typical” Status clause: Status: It is duly organised and validly existing under the laws of its own jurisdiction and is in good standing; view template Representations and warranties generally | Representations | Warranties | Covenants | Acknowledgements | Representations in the ISDA | Warranties in the GMSLA | Representations in the GMRA | Waiver by estoppel | AcknowledgementCommon representations: Status | Capacity | Authority | No violation | Consents | Obligations binding | Principal | Understanding | Non-reliance | No representation | Unencumbered owner | No default or potential event of default | No litigation | No fiduciary obligation | Representations and warranties Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

That basic, resting-state level of confidence we all want to have that the legal entity we are hoping to trade with is not, actually a figment of our imagination, has not sneakily been dissolved or somehow transmogrified into a non-material projection on an astral plane, and is up to date with its bills, audits financial statements and annual regulatory filings.

Some of these, nowadays, ought to be moderated by the existence of universal unique legal entity identifiers — to quote pub philosopher Des Carter, I have an LEI, therefore I am — though most, you would think would be better coming from your satisfaction that the folk in onboarding have actually done their job.

However you look at it, there remains a bit of an existential question afoot here. It quickly gets rather Cartesian. For if you are not sure whether the person to whom you are speaking is really there, then how will asking that person to confirm it help?

“Could you please tell me you exist?” sounds to these old ears like a cry for the kind of help the representations and warranties section of a legal contract is not, realistically, well positioned to provide.

And if they do, but it turns out they don’t, then what?