Extraordinary rendition

Towards more picturesque speech™ Go Premium Not a company, yesterday. George Orwell on plain English | SEC guidance on plain EnglishPlain English Anatomy™ Noun | Verb | Adjective | Adverb | Preposition | Conjunction | Latin | Germany | Flannel | Legal triplicate | Nominalisation | Murder your darlings Index: Click ᐅ to expand: Plain English Drafting Metaphor Comments? Questions? Suggestions? Requests? Insults? We’d love to 📧 hear from you. Sign up for our newsletter.

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 most recent identified violation was Clifford Chance Luxembourg’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. It is a form of waterboarding just to read it.

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).

Yet, as the pain and grogginess wear off, we find ourselves feeling curious. If one wanted to give good clear illustrations of things that aren’t companies, these ones seem singularly ill-suited. There are many things on heav’, an earth that are not Luxembourg companies. It is not clear why their honours were so obsessed with alternative investment vehicles, specifically, not being companies. Giraffes, for example, are not companies. Nor is tapioca. Nor, to bring it a little closer to home, are Moules Frites.

See also

• Netting opinion
• Luxembourg lawyer