Distributions and Corporate Actions - GMSLA Provision: Difference between revisions
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{{2010 GMSLA Section 6 TOC}} | {{2010 GMSLA Section 6 TOC}} | ||
This section deals with the rights of parties with regard to "their" Securities and Collateral while it is "out on loan". In a nutshell: | This section deals with the rights of parties with regard to "their" {{gmslaprov|Securities}} and {{gmslaprov|Collateral}} while it is "out on loan". In a nutshell: | ||
*Under {{gmslaprov|6.2}} a {{gmslaprov|Borrower}} of {{gmslaprov|Securities}} must "manufacture" payments equal to {{gmslaprov|Income}} received on those {{gmslaprov|Securities}} and pay it to the {{gmslaprov|Lender}}; | *Under {{gmslaprov|6.2}} a {{gmslaprov|Borrower}} of {{gmslaprov|Securities}} must "manufacture" payments equal to {{gmslaprov|Income}} received on those {{gmslaprov|Securities}} and pay it to the {{gmslaprov|Lender}}; | ||
*Under {{gmslaprov|6.3}} a {{gmslaprov|Lender}} holding {{gmslaprov|Non Cash Collateral}} for a {{gmslaprov|Loan}} must "manufacture" payments equal to {{gmslaprov|Income}} received on that {{gmslaprov|Collateral}} and pay it to the {{gmslaprov|Borrower}}; | *Under {{gmslaprov|6.3}} a {{gmslaprov|Lender}} holding {{gmslaprov|Non Cash Collateral}} for a {{gmslaprov|Loan}} must "manufacture" payments equal to {{gmslaprov|Income}} received on that {{gmslaprov|Collateral}} and pay it to the {{gmslaprov|Borrower}}; | ||
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*Under {{gmslaprov|6.5}} {{gmslaprov|Income}} in the form of {{gmslaprov|Securities}} are rolled up into the {{gmslaprov|Loan}} and not redelivered immediately; | *Under {{gmslaprov|6.5}} {{gmslaprov|Income}} in the form of {{gmslaprov|Securities}} are rolled up into the {{gmslaprov|Loan}} and not redelivered immediately; | ||
*Under {{gmslaprov|6.5}} unless otherwise required, a {{gmslaprov|Borrower}} is NOT obliged to vote shares on behalf of the Lender; | *Under {{gmslaprov|6.5}} unless otherwise required, a {{gmslaprov|Borrower}} is NOT obliged to vote shares on behalf of the Lender; | ||
*Under {{gmslaprov|6.6}}, however, where a {{gmslaprov|Borrower}} acquires rights as a result of any corporate action or takeover activity, (including those requiring specific elections), upon Lender's request | *Under {{gmslaprov|6.6}}, however, where a {{gmslaprov|Borrower}} acquires rights as a result of any corporate action or takeover activity, (including those requiring specific elections), upon {{gmslaprov|Lender}}'s request {{gmslaprov|Borrower}} must return {{gmslaprov|Equivalent}} {{gmslaprov|Securities}} or {{gmslaprov|Collateral}} "in such form as would arise is exercised". | ||
There is a slight tension between {{gmslaprov|6.5}} and {{gmslaprov|6.6}}: while a Borrower is not obliged to vote in a certain way, if it does so and acquires a certain benefit ''and the Lender requests'', it has to pass over that benefit. | There is a slight tension between {{gmslaprov|6.5}} and {{gmslaprov|6.6}}: while a Borrower is not obliged to vote in a certain way, if it does so and acquires a certain benefit ''and the Lender requests'', it has to pass over that benefit. Best illustrated by way of example: | ||
{{box|Under {{isdaprov|Italian Law}} a [[shareholder]] on the [[Record Date]] who does not vote in favour of a proposed {{tag|merger}} acquires a "''[[withdrawal right|Withdrawal right - Italian Corporate Law]]''" if the {{tag|merger}} is approved. The withdrawal right allows a shareholder who abstained or voted against the merger to be cashed out of the equity at a pre-defined price (the weighted average of the closing price of the stock over the last six months). | |||
It is therefore possible that the withdrawal right as a {{tag|call option}} over the stock. It is only exercisable if the shareholder does not vote.}} | |||
In this case the {{gmslaprov|Lender}} who has lent out over the [[record date]] could not (without prior agreement) oblige the {{gmslaprov|Borrower}} to vote against the {{tag|merger}}, but if the {{gmslaprov|Borrower}} has done so, the {{gmslaprov|Lender}} can, by request under {{gmslaprov|6.7}}, require the {{gmslaprov|Borrower}} to deliver the proceeds of the withdrawal in lieu of {{gmslaprov|Equivalent}} {{gmslaprov|Securities}}. | |||
{{gmslaanatomy}} | {{gmslaanatomy}} | ||
Revision as of 11:22, 2 July 2013
6. Distributions and Corporate Actions
- 6.1 Income Received
- 6.2 Manufactured payments in respect of Loaned Securities
- 6.3 Manufactured payments in respect of Non-Cash Collateral
- 6.4 Indemnity for failure to redeliver Equivalent Non-Cash Collateral
- 6.5 Income in the form of Securities
- 6.6 Exercise of voting rights
- 6.7 Corporate actions
This section deals with the rights of parties with regard to "their" Securities and Collateral while it is "out on loan". In a nutshell:
- Under 6.2 a Borrower of Securities must "manufacture" payments equal to Income received on those Securities and pay it to the Lender;
- Under 6.3 a Lender holding Non Cash Collateral for a Loan must "manufacture" payments equal to Income received on that Collateral and pay it to the Borrower;
- Under 6.4 the Lender indemnifies the Borrower for failing to redeliver Equivalent Non Cash Collateral;
- Under 6.5 Income in the form of Securities are rolled up into the Loan and not redelivered immediately;
- Under 6.5 unless otherwise required, a Borrower is NOT obliged to vote shares on behalf of the Lender;
- Under 6.6, however, where a Borrower acquires rights as a result of any corporate action or takeover activity, (including those requiring specific elections), upon Lender's request Borrower must return Equivalent Securities or Collateral "in such form as would arise is exercised".
There is a slight tension between 6.5 and 6.6: while a Borrower is not obliged to vote in a certain way, if it does so and acquires a certain benefit and the Lender requests, it has to pass over that benefit. Best illustrated by way of example:
- Under Italian Law a shareholder on the Record Date who does not vote in favour of a proposed merger acquires a "Withdrawal right - Italian Corporate Law" if the merger is approved. The withdrawal right allows a shareholder who abstained or voted against the merger to be cashed out of the equity at a pre-defined price (the weighted average of the closing price of the stock over the last six months).
It is therefore possible that the withdrawal right as a call option over the stock. It is only exercisable if the shareholder does not vote.
In this case the Lender who has lent out over the record date could not (without prior agreement) oblige the Borrower to vote against the merger, but if the Borrower has done so, the Lender can, by request under 6.7, require the Borrower to deliver the proceeds of the withdrawal in lieu of Equivalent Securities.
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