Purpose: Difference between revisions

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The constituents who have an interest in a contract being done are those in Sales, Legal, Credit, Docs, Operations, Risk, and Trading — on each side of the table — and their external advisors. We see their interests: what they want out of the contract itself, are wildly different:

*'''[[Sales]]''': To [[Sales]], a contract should be a tool for ''[[persuasion]]'': it should induce the customer to think happy thoughts about her principal — okay, fat chance with a legal contract, but a gal can dream — but at the very least it should be no less intimidating a document than is being presented by her competitors to the same client. Sales will be specially tuned to the message that [[all our other counterparties have agreed this]] should legal or credit baulk at a client request, and will hammer this imperative home, as often as not prevailing.

*'''[[Credit]]''': To credit a contract is a defensive play and the name of the game is, to encode as many snares, booby-traps, tripwires and hundred-ton weights into the document as will be needed in a time of apocalypse. It will not matter that 75% of those contingencies should not, in the life of our universe, come about,<ref>For the obstreperous universe has a habit of playing tricks with people who are meant to know better. This is known as [[Goldman|David Viniar]]’s, or [[Long-Term Capital Management]]’s folly.</ref> nor that Credit would not, in the life of that universe, dream of actually using most the remainder: the exercise is fully hypothetical. For the [[credit]] team’s perspicacity is measured not in ''prospect'', about what in a sensible universe ''might'' happen, but in ''hindsight'' about what, in the mad universe we do inhabit, ''did'' happen. Since at the inception of a relationship this is entirely unpredictable, the beleaguered credit officer has no choice but to select all ordinance available to her, to Sales’ extreme frustration.

*'''[[Documentation unit|Docs]]''': The documentation team just wants to know who to ask for permission to do what, when. Their line management will be focused only on turnover of their portfolio, how many days delinquent it is. This is a shame, but a consequence of our [[modernist]] obsession with lean production management. It is all very well to set up your assembly line as if it were punting out [[Toyota Corolla]]<nowiki/>s, but your suppliers need to be on message, and generally they are not: the process is captive of fantastical terms imposed by Credit as per the above, rendered in language confected by [[legal]], buffeted by the [[The Structure of Scientific Revolutions|incommensurable]] frame of reference adopted by their counterparty and, more usually, its legal advisors.

*[[Buy-side legal eagle|'''External legal counsel''']]: The opposing side’s lawyers main goal is to show how their clients how clever and useful they are. This they do by ''hotly insisting you change minor terms in your contract''. Thus, [[Otto Büchstein|Büchstein]]’s articulation of the founding principle of commercial legal advice: [[Scribo, ergo sum|''scribo, ergo sum'']].<ref>[[I mark up, therefore I am|I mark-up, therefore I am]]</ref> Now, the more rigorously you benchmark your terms to the market, the less scope there will for show-boating [[mark-up]]: to be sure, one can never entirely rid a document of fussy clarifications and [[For the avoidance of doubt|“doubt”-avoiding]] parentheticals, but one can ''minimise'' them by careful document design. But this rubs directly against [[Credit officer|Credit]]’s prerogative, above, which is to move the document as far ''from'' that point of tired capitulation, and as far back up the hill ''towards'' the Olympian ideal of Platonic risk management as they can. Since [[buyside counsel|opposing counsel]] will have struck their camp an equivalent distance ''down'' the hill, this leaves a wide tract of no-man’s land in between the parties which serves as a playground for joyful legal rent-seeking: the [[Eagles of the law|eagles]] can all mark-up, strike-out, thrust, parry and counter-thrust to their hearts’ content. If the opposing camps start out five miles from each other, they cannot know when, whether or on what terms their respective minds will meet — or if they even ''will'' meet. Experience will say there is a fair chance, but exactly ''where'' will differ every time and, by the time they get there, their consensual landing place will be so rubble-strewn, shelled, pock-marked and riddled with bulletholes that it will more closely resemble the ruins of Dresden than an agreement between amicable merchants seeking each others’ mutual benefit.

*'''[[Trading]]''':

*'''[[Operations]]''':

*'''[[Risk]]''':

=== '''[[Sales]]''' ===

To [[Sales]], a contract should be a tool for ''[[persuasion]]'': it should induce the customer to think happy thoughts about her principal — okay, fat chance with a legal contract, but a gal can dream — but at the very least it should be no less intimidating a document than is being presented by her competitors to the same client. Sales will be specially tuned to the message that [[all our other counterparties have agreed this]] should legal or credit baulk at a client request, and will hammer this imperative home, as often as not prevailing.

''The purpose of a contract for Sales'': a brochure.

=== '''[[Credit]]''' ===

To [[Credit]], a contract is a long-range defensive strategy. The name of the game is to encode as many snares, booby-traps, tripwires and hundred-ton weights into the document as could possibly come in handy in a time of apocalypse. It will not matter that 75% of those contingencies will not, in the life of our universe, come about,<ref>For the obstreperous universe has a habit of playing tricks with people who are meant to know better. This is known as [[Goldman|David Viniar]]’s, or [[Long-Term Capital Management]]’s folly.</ref> nor that the firm would not, in the life of that same universe, dream of actually using these tools: the exercise is fully hypothetical. The [[credit]] team’s perspicacity is measured not in ''prospect'', about what in a sensible universe ''might'' happen, but in ''hindsight'' about what, in the mad universe we do inhabit, ''did'' happen. Since, at the inception of a relationship all of this is entirely unpredictable, a [[credit officer]] has no choice but to select all ordinance available to her.

''The purpose of a contract for Credit'': A tin foil hat, a bottomless supply of tinned soup and a shotgun.

=== '''[[Documentation unit|Documentation team]]''' ===

The documentation team just wants to know who to ask for permission to do what, when. Their line management will be focused only on turnover of their portfolio, how many days delinquent it is. This is a shame, but a consequence of our [[modernist]] obsession with lean production management. It is all very well to set up your assembly line as if it were punting out [[Toyota Corolla]]<nowiki/>s, but your suppliers need to be on message, and generally they are not: the process is captive of fantastical terms imposed by Credit as per the above, rendered in language confected by [[legal]], buffeted by the [[The Structure of Scientific Revolutions|incommensurable]] frame of reference adopted by their counterparty and, more usually, its legal advisors.

''The purpose of a contract for the Docs team'': An entry in the contracts database.

=== [[Buy-side legal eagle|'''External legal counsel''']] ===

''Theirs'': The opposing side’s lawyers main goal is to show how their clients how clever and useful they are. This they do by ''hotly insisting you change minor terms in your contract''. Thus, [[Otto Büchstein|Büchstein]]’s articulation of the founding principle of commercial legal advice: [[Scribo, ergo sum|''scribo, ergo sum'']].<ref>[[I mark up, therefore I am|I mark-up, therefore I am]]</ref> Now, the more rigorously you benchmark your terms to the market, the less scope there will for show-boating [[mark-up]]: to be sure, one can never entirely rid a document of fussy clarifications and [[For the avoidance of doubt|“doubt”-avoiding]] parentheticals, but one can ''minimise'' them by careful document design.

''Yours'': But this rubs directly against [[Credit officer|Credit]]’s prerogative, above, which is to move the document as far ''from'' that point of tired capitulation, and as far back up the hill, ''towards'' the Olympian ideal of Platonic risk management as it can. This is what the home side’s legal will fight for, and they will scorch the earth to deliver it. Since [[buyside counsel|opposing counsel]] will have struck their camp an equivalent distance ''down'' the hill, there will be a wide tract of no-man’s land in between which will serve as a playground for joyful, vandalistic legal rent-seeking: the [[Eagles of the law|eagles]] can all mark-up, strike-out, thrust, parry and counter-thrust to their hearts’ content.

Now, if the opposing camps start out five miles from each other, neither side can know when, whether or on what terms minds will meet — or if they even ''will'' meet. Experience will say there is a fair chance, but exactly ''where'' will differ every time and, by the time their consensual landing place becomes clear, it will be so rubble-strewn, shelled, pock-marked and shot up that it will more closely resemble the ruins of Dresden than an agreement between amicable merchants seeking each others’ mutual benefit.

=== '''[[Trading]]''' ===

What legal document? We are done. Sorry mate I’m busy we’re running up to market close.

=== '''[[Operations]]''' ===

Operations need to book the operational details the trade, make sure all the countable bits flow into the operational systems

'''[[Risk]]''':{{Sa}}

* [[Agency problem]]

* [[Design principles]]

Purpose: Difference between revisions

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