The language of the Issue Memorandum is English
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The Law and Lore of Repackaging
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Spotted, in the wild, in an offering memorandum:
“The language of the Issue Memorandum is English.”
We know not which magic circle foundry forged the fever dream whence this disclosure came, but it must have been one of them: only a spirit broken by years of relentless beasting could be quite so abstruse.
Look, we can giggle at those well-meaning Belgian jobsworths, hell-bent, with their KIIDs, on demystifying all the manifold arcana of capital markets prospectusry — but not even the haughtiest Eurocrat could be that pedantic.[1]
Could one, over the weft and warp of a two-hundred and seventy pages prospectus, really be in any doubt as to what language it was written in? Could a reader really carry on thinking, “well, this looks like English, but there remains an outside chance it is Bulgarian”?
Or is it an admission? There are lengthy stretches of any securities offering which, for all the sense they make to a reasonably educated Brit, may as well be in Swahili. Is this rider there to assure the reader no, she is not seeing things, this really is intended, with a straight face, as informational content, in English, for a reasonably seasoned prospective investor?
There is, in any case, a paradox at work here. Even so simple a sentence as this — from our learned friends, you will hardly find a simpler one — requires a reader to bring her cultural baggage in from the hall. One of those contains the language she brings to her interpretative task.
Assume it is English. She may crinkle her brow, and think this a statement of the painfully obvious, but will move on, no better equipped to navigate the forthcoming syntactical rapids.
But say it is, indeed, Bulgarian, Serbo-Croat, or Panamanian — or some as yet unrecorded means of communication between the communities along the Limpopo. There’s a slim — very slim, to be sure, but existent — chance the text string, “The language of the Issue Memorandum is English” carries some meaning there, too. It is most unlikely to be the same one as English. It may even start a fight.
If so, what then?
See also
References
- ↑ A glance at the Prospectus Directive confirms this: Art 27(2) requires offer documents to be drawn up in an official language but, Europeans presumably having the intelligence to at least recognise their own mother tongue, one need not disclose what that language is.