27.5 - GMSLA Provision: Difference between revisions
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Classic over-communication from {{islacds}}. Nothing in the {{gmsla}} says you ''can’t'' use a third party vendor,< | Classic over-communication from {{islacds}}. Nothing in the {{gmsla}} says you ''can’t'' use a third party vendor,<ref>In Mike’s immortal words from the [[I never said you couldn’t|Nasty]] episode, “Well it wouldn’t, would it? I mean, it doesn’t say “ensure you don’t chop up your video machine with an axe, put all the bits in a plastic bag and bung them down the lavatory.”</ref> and there are no confidentiality provisions, so plainly, this clause is not needed. | ||
''“But [[it won’t hurt]] to include it”'', that drafting squadmust have thought. | ''“But [[it won’t hurt]] to include it”'', that drafting squadmust have thought. | ||
Revision as of 14:52, 21 January 2020
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GMSLA Anatomy™
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Classic over-communication from ISLA’s crack drafting squad™. Nothing in the 2010 GMSLA says you can’t use a third party vendor,[1] and there are no confidentiality provisions, so plainly, this clause is not needed.
“But it won’t hurt to include it”, that drafting squadmust have thought.
Nor will painting a live camel with lentil soup.
But what it might do is cause confusion, angst, and alarm among the legal eagles staffing the negotiation, which in itself might prolong your agony for months. I am not just saying that. We know of one negotiation where the last outstanding point — for eight months, apparently — was “can we add a requirement for the mutual consent of both parties before anyone appoints a third party vendor?”
Sigh. In this day and age, third party vendors (the likes of MarkIt, Equilend, Thompson Reuters and so on) are a baked-in feature of the stock loan market. This is a bit like requiring consent from your car vendor before taking it to a service station for petrol.
ISLA’s crack drafting squad™ might think on this from a behavioural economics perspective: If this clause did not exist, no-one would imagine it needed limiting: it doesn’t say anywhere that you can’t use a third party vendor if that’s what you want to do, and, in the world of commerce, provided you don’t transgress your positive contractual obligations, you are free to do as you please. But, by saying it, you ask a silly question and invite a silly answer. Few assiduous attorneys will pass up the free opportunity to give one of those.