Extraordinary rendition

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Legal drafting that is so convoluted as to violate the UN Convention against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment of an Innocent and Much-Loved Language.

The first identified violation was Clifford Chance’s non-definition of Companies in its 2021 GMRA netting opinion (where else) where our learned colleagues, having devoted some 700 words to the question of what Luxembourg companies are, then piles on another 150 musing, in excruciating detail, as to what they are not.

For the purpose of this opinion, the word “companies” shall neither refer to economic interest groups (groupements d’interêts économiques) nor European economic interest groups (groupements d’interêts économiques européens). It shall furthermore not encompass any entities listed hereafter or any entities which are subject to a specific legislative framework or any specific licensing requirements, such as, without limitation, reinsurance undertakings, pension funds, investment companies in risk capital, securitisation vehicles, alternative investment fund managers subject to the Luxembourg law of 12 July 2013 on investment fund managers (as amended) (the “AIFM Law”), alternative investment funds subject to the AIFM law other than UCI or reserved alternative investment funds (fonds d’investissement alternatrives reserves (“RAIF”) which are additionally subject to the Luxembourg law of 2016 on RAIF (as amended) (except the extent such entities are specifically covered in Appendix 2 part 1).

This we find rather curious. There are many other things which are not companies, and it is not clear why their honours are so obsessed with alternative investment vehicles. Giraffes, for example, are not companies. Nor, to bring it a little closer to home, are moules frites.