Template:M comp disc GMSLA 27: Difference between revisions
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Largely untouched between the {{gmsla}} and the {{pgmsla}} but for the omission of what I call the “supersession” clause: the one that automatically hoovers up all the outstanding stock loans documented under existing, but due-to-be-superseded, stock loan agreements, which is not used in the transition between [[title transfer]] and [[pledge]] [[stock loans]] because there are some fairly fiddly manual re-bookings required for each Loan, given the change in legal theory of the transactions. | Largely untouched between the {{gmsla}} and the {{pgmsla}} but for the omission of what I call the “supersession” clause: the one that automatically hoovers up all the outstanding stock loans documented under existing, but due-to-be-superseded, stock loan agreements, which is not used in the transition between [[title transfer]] and [[pledge]] [[stock loans]] because there are some fairly fiddly manual re-bookings required for each Loan, given the change in legal theory of the transactions. | ||
Also because, due to the multi-principal nature of the {{pgmsla}}, and the high likelihood that the [[agent lender]]s will not be prepared to move their principals to the pledge format without first obtaining consent — the theory being that moving from outright title transfer to pledge only is not unequivocally in the principal’s best interest, so client’s will like to have the option — the process of moving a given agent lending agreement from title transfer to pledge will happen over months, so the “automatic supercession” language is not really appropriate. | |||
Purists will remark that an agency master agreement entered into on behalf of separate unconnected principals whose liability is several and not joint is, in legal theory, multiple distinct agreements, and each one is transferred only when its principal formally consents, so this succession point is somewhat moot, but look, let’s not get wildly obsessed about this. | |||
Latest revision as of 16:07, 8 January 2022
Largely untouched between the 2010 GMSLA and the 2018 Pledge GMSLA but for the omission of what I call the “supersession” clause: the one that automatically hoovers up all the outstanding stock loans documented under existing, but due-to-be-superseded, stock loan agreements, which is not used in the transition between title transfer and pledge stock loans because there are some fairly fiddly manual re-bookings required for each Loan, given the change in legal theory of the transactions.
Also because, due to the multi-principal nature of the 2018 Pledge GMSLA, and the high likelihood that the agent lenders will not be prepared to move their principals to the pledge format without first obtaining consent — the theory being that moving from outright title transfer to pledge only is not unequivocally in the principal’s best interest, so client’s will like to have the option — the process of moving a given agent lending agreement from title transfer to pledge will happen over months, so the “automatic supercession” language is not really appropriate.
Purists will remark that an agency master agreement entered into on behalf of separate unconnected principals whose liability is several and not joint is, in legal theory, multiple distinct agreements, and each one is transferred only when its principal formally consents, so this succession point is somewhat moot, but look, let’s not get wildly obsessed about this.