Template:M summ Equity Derivatives 9: Difference between revisions
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==={{eqderivprov|Representation and Agreement}}=== | ==={{eqderivprov|Representation and Agreement}}=== | ||
You get the sense that {{icds}} had significant [[deal fatigue]] by this stage — reading this mush, I know I do — but it seems some of the representations and agreements required here are not things that a transferor can reasonably do anything about, let alone represent to, being out of its control and a function of the nature of the {{eqderivprov|Shares}} underlying the Transaction. Now, true, to be eligible for [[clearing]] in a {{eqderivprov|Clearance System}}, {{eqderivprov|Shares}} generally need to be largely free of these kinds of consents, conditions precedent and restrictions on transfer — but if for some reason they are not, what is the poor receiver supposed to do about it, why is it in any better position to make this rep than the deliveror, and what good will the representation be in any case? | You get the sense that {{icds}} had significant [[deal fatigue]] by this stage — reading this mush, I know I do — but it seems some of the representations and agreements required here are not things that a transferor can reasonably do anything about, let alone represent to, being out of its control and a function of the nature of the {{eqderivprov|Shares}} underlying the Transaction. Now, true, to be eligible for [[clearing]] in a {{eqderivprov|Clearance System}}, {{eqderivprov|Shares}} generally need to be largely free of these kinds of consents, conditions precedent and restrictions on transfer — but if for some reason they are not, what is the poor receiver supposed to do about it, why is it in any better position to make this rep than the deliveror, and what good will the representation be in any case? | ||
===[[Indemnification for Failure to Deliver - Equity Derivatives Provision|Indemnity]]=== | |||
The Indemnity in Section {{eqderivprov|9.12}} broadly replicates the buy-in costs regime in [[stock lending]] (see for example {{gmslaprov|Failure by either Party to deliver}} in the {{gmsla}}. Note the “certificate being conclusive evidence” is meant to undermine the tendency courts have to overturn the scope of gratuitously wide indemnities: the restriction on consequential loss and | |||