Double full stop
A sure sign a document has had a tortured gestation, during which it was feasted on by legal eagles from all quarters but — critically — before all was said and done deal fatigue set in, most of them lost interest, and someone said, “O.K., hang it, let’s just sign the damn thing.”
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Towards more picturesque speech™
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What is left is a tract with all the usual tedious legal tropes but improbably strewn with unextinguished blobs, square brackets and miscellaneous harmless typos, the most feckless of which is the double full stop..
The double full stop is unusually acute in its bathos. It says, “this mattered to me once, gravely, but I am past caring. I hate you all. Just deliver me from this godforsaken project. Let me go. I don’t even want a tombstone. And closing dinner did you say? 'Bite me.”
A celebrated example comes from the Cayman Islands Monetary Authority’s recent, bished, attempt to update its rules on asset segregation for investment funds. Yes, yes: I know what you are thinking: Be still, my beating heart.
Now you can imagine, as no doubt CIMA did, that such a project was not calculated to attract world-wide attention. Perhaps they assigned it to their newest member, by way of initiation ritual, as a practical joke, or as an earnest means of learning the ropes. We speculate. In any weather, the new rules started off brightly enough:
- “5.2. The Portfolio must be segregated and accounted for separately from any assets of any Service Provider.”
But it did not take long for things to take a darker turn. Just a few paragraphs further on, the rules provided, almost by way of parenthetical note:
- 5.5. The overriding requirement of Rule 5.2 is that a Fund must ensure that none of its Service Providers use the Portfolio to finance their own or any other operations in any way.
We do not need to pause for long to observe that, on its face, this is nothing like the overriding goal of Rule 5.2, which says nothing of the kind. Rule 5.2 asks custodians not to commingle their clients’ assets with their own; an entirely workaday affordance that, to any half-way competent trust and agency professional, would hardly need being said. But Rule 5.5 reaches beyond this tepid lagoon. It seems to want to muck around in private affairs, barring any custodians from rehypothecating assets. In a business as dependent on margin lending as is the Cayman Islands’ hedge fund industry, this is quite the intrusive bolt from the blue. The industry, and its divers professional advisers, rose up as one. “What,” it enquired, “on Earth do you think you are playing at?”
Of course, this was not what CIMA meant at all, and there followed a hasty “reverse ferret” wherein websites were updated, guidance reissued, correspondence clarified, and rules rewritten.