Inter-affiliate ISDA negotiation: Difference between revisions

Inter-affiliate ISDA negotiation (view source)

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	Who happen to be engaged on an [[all-hands conference call]] this murky afternoon? There is the [[negotiator]], his boss, a chap from [[tax]], two or three from [[operations]] who, as best the remainder know, are never otherwise occupied but to participate on calls like this, and a brace calling in from an outsourced [[credit]] risk team in Gdansk. The transition manager makes his way through a twelve-point list in dour monotone. The rest, not talking, yawn; those not yawning multi-task; those not multitasking have disabled cameras and gone on mute while they book last-minute weekend breaks in the vain hope of restoring sagging spirits, for on no account will spiritual redemption be found in the matter at hand: it was squeezed dry, dusted with lime and buried months ago. Salespeople, normally so animated, invariably decamp when this [[negotiation]] an ISDA Master Agreement between two wholly-owned subsidiaries of the same firm, comes on.		Who happen to be engaged on an [[all-hands conference call]] this murky afternoon? There is the [[negotiator]], his boss, a chap from [[tax]], two or three from [[operations]] who, as best the remainder know, are never otherwise occupied but to participate on calls like this, and a brace calling in from an outsourced [[credit]] risk team in Gdansk. The transition manager makes his way through a twelve-point list in dour monotone. The rest, not talking, yawn; those not yawning multi-task; those not multitasking have disabled cameras and gone on mute while they book last-minute weekend breaks in the vain hope of restoring sagging spirits, for on no account will spiritual redemption be found in the matter at hand: it was squeezed dry, dusted with lime and buried months ago. Salespeople, normally so animated, invariably decamp when this [[negotiation]] an ISDA Master Agreement between two wholly-owned subsidiaries of the same firm, comes on.

	It drones on. The points of contention in this scarecrow of a deal have, over time, become so complicated that no soul alive now knows in detail what they are. The negotiation teams least of all, but it has been observed that no two stakeholders discuss it for five minutes without ~~coming to a total disagreement~~ as what remains outstanding. Innumerable third parties have, through is tedious course, been dragged in. A [[custodian]] here, a [[process agent]] there; a third-party bank to ~~intermediate~~ journal entries between branches of the same entity, to help the financial reporting right. ~~Some~~ of these have merged, consolidated, changed business model or just fallen outright into bankruptcy along the way. The [[indemnities]], [[disclaimer]]s, keep-wells and [[covenant]]s they extracted — these, and other textual flourishes on which they in their pomp insisted, by way of [[For the avoidance of doubt\|doubt avoidance]], [[Incluso\|inclusion]] or [[Limitation of recourse\|recourse limitation]] and which made it into the draft remain embedded, so structurally critical to the architecture of the document that no-one dares to take them out lest the whole edifice collapses under its gargantuan weight. There is not a single representative of either party who attended the birth of this monster and who is still in situ in the same role now. Dozens have resigned, a few retired, at least one has died: but the Wickliffe Hampton Agency ISDA still drags its dreary length before the market, perennially hopeless.		It drones on. The points of contention in this scarecrow of a deal have, over time, become so complicated that no soul alive now knows in detail what they are. The [[negotiation]] teams least of all, but it has been observed that no two stakeholders can discuss it for five minutes without becoming heated as what remains outstanding. Innumerable third parties have, through is [[tedious]] course, been dragged in. Other businesses, with no real business being there, but which have ''made'' it their business and then become catatonically transfixed by the dreadful business, yet strangely induced to remain by the promise of ''more'' business. A [[custodian]] here, a [[process agent]] there; a third-party intermediary bank to stand between journal entries between branches of the same entity, to help get the financial reporting right. They have pressed their own teams into the fray, extract necessary protections from the parties so that they may carry out their limited functions,. collected their fees, and their executives sleep dreamless sleep. Yet, that being as it may, some of these other businesses have in the mean time merged, consolidated, changed business model or just fallen outright into bankruptcy along the way. The [[indemnities]], [[disclaimer]]s, keep-wells and [[covenant]]s they extracted — these, and other textual flourishes on which they in their pomp insisted, by way of [[For the avoidance of doubt\|doubt avoidance]], [[Incluso\|inclusion]] or [[Limitation of recourse\|recourse limitation]] and which made it into the draft remain embedded, so structurally critical to the architecture of the document that no-one dares to take them out lest the whole edifice collapses under its gargantuan weight. There is not a single representative of either party who attended the birth of this monster and who is still in situ in the same role now. Dozens have resigned, a few retired, at least one has died: but the Wickliffe Hampton Agency ISDA still drags its dreary length before the market, perennially hopeless.