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| {{a|plainenglish| | | {{a|plainenglish|{{image|Moules|png|Not a [[company]], yesterday.}} |
| [[File:Moules.png|450px|thumb|center|Not a [[company]], yesterday.]]
| | }}{{d|Extraordinary rendition|/ɪksˈtrɔːdnri/ /rɛnˈdɪʃən/|n}}<br> |
| }}Legal drafting that is so convoluted as to violate the ''UN Convention against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment of an Innocent and Much-Loved Language''. | |
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| The most recent identified violation was [[Clifford Chance]] [[Luxembourg lawyer|Luxembourg]]’s ''non''-definition of “companies” in its 2021 [[GMRA]] [[netting opinion]] (where else) where our learned colleagues, having devoted some 700 words to the question of what Luxembourg companies ''are'', then piles on another 150 musing, in excruciating detail, as to what they are ''not''. It is a form of waterboarding just to read it.
| | Legal drafting that is so convoluted as to violate the UN convention against the cruel, inhuman or degrading treatment of language. |
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| {{quote|For the purpose of this opinion, the word “'''[[Company|companies]]'''” shall neither refer to economic interest groups (''groupements d’interêts économiques'') nor European economic interest groups (''groupements d’interêts économiques européens''). It shall furthermore not encompass any entities listed hereafter or any entities which are subject to a specific legislative framework or any specific licensing requirements, such as, [[without limitation]], reinsurance undertakings, pension funds, investment companies in risk capital, securitisation vehicles, [[Alternative Investment Fund Management Directive|alternative investment fund managers]] subject to the Luxembourg law of 12 July 2013 on investment fund managers (as amended) (the “'''AIFM Law'''”), alternative investment funds subject to the AIFM law other than UCI or reserved alternative investment funds (fonds d’investissement alternatrives reserves (“'''RAIF'''”) which are additionally subject to the Luxembourg law of 2016 on RAIF (as amended) (except the extent such entities are specifically covered in Appendix 2 part 1<ref>Curious note for posterity: there ''is'' no Appendix 2.</ref>).}} | | {{icds}} are past masters, of course — the {{imcsd}} is a high watermark — but an interesting recent case was [[Clifford Chance]] [[Luxembourg lawyer|Luxembourg]]’s ''non''-definition — what we like to call a “[[definisn’t]]” — of “[[Company|companies]]” in its 2021 [[GMRA]] [[netting opinion]] (where else?). |
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| Yet, as the pain and grogginess wear off, we find ourselves feeling ''curious''. For, if one wanted to give good clear illustrations of things that aren’t companies, these ones seem singularly ill-suited. There are lots of things: most things on heav’n and earth, indeed, that are not [[Luxembourg]] companies. Why fixate on alternative investment vehicles ion particular?
| | Here our learned colleagues, having devoted hundreds of words to what Luxembourg companies ''are'', then embarked on hundreds more musing, in excruciating detail, on what they are ''not''. |
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| Giraffes, for example, are definitely not companies. Nor, to bring it a little closer to home, are ''Moules Frites''. Nor is tapioca. These examples have the advantage of very clearly not being companies. They are not like companies in any way. They help you construct the sorts of categories that companies do and do not fall into. Do not try to make a bubble tea out of a [[SICAV]]. Do not try to close-out a sago-pudding. This sort of thing: these, we submit, are much better, more practical instructions, conducive to a rewarding and unfrustrating professional life, whether it is primarily concerned with tapioca or credit risk management.
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| {{sa}} | | {{sa}} |
| | *[[Definisn’t]] |
| *[[Netting opinion]] | | *[[Netting opinion]] |
| *[[Luxembourg lawyer]] | | *[[Luxembourg lawyer]] |
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| {{ref}} | | {{ref}} |
Extraordinary rendition
/ɪksˈtrɔːdnri/ /rɛnˈdɪʃən/ (n.)
Legal drafting that is so convoluted as to violate the UN convention against the cruel, inhuman or degrading treatment of language.
ISDA’s crack drafting squad™ are past masters, of course — the 2018 English law IM CSD is a high watermark — but an interesting recent case was Clifford Chance Luxembourg’s non-definition — what we like to call a “definisn’t” — of “companies” in its 2021 GMRA netting opinion (where else?).
Here our learned colleagues, having devoted hundreds of words to what Luxembourg companies are, then embarked on hundreds more musing, in excruciating detail, on what they are not.
See also
References
