Negotiation oubliette: Difference between revisions

no edit summary
No edit summary
No edit summary
Line 9: Line 9:
===The classic negotiation oubliette: {{isdaprov|Default Under Specified Transaction}}===
===The classic negotiation oubliette: {{isdaprov|Default Under Specified Transaction}}===
As all [[ISDA ninja]]s will well know, {{icds}} left the door open on a bit of chicanery in its conceptualisation of {{isdaprov|Default Under Specified Transaction}}.
As all [[ISDA ninja]]s will well know, {{icds}} left the door open on a bit of chicanery in its conceptualisation of {{isdaprov|Default Under Specified Transaction}}.
{{quote|[[DUST]] a form of limited bilateral [[Cross acceleration|cross-acceleration]] by dint of which one may close out transactions under ''this'' master agreement because your counterparty has defaulted on transactions under that one. A simple enough concept, and a prudent [[credit mitigation]] tool, even if it is rarely<ref>Um, ''ever''.</ref> used in practice.


[[DUST]] a form of limited bilateral [[Cross acceleration|cross-acceleration]]: a right to close out transactions under one master agreement because your counterparty has defaulted on transactions under another one. A simple enough concept, and a prudent [[credit mitigation]] tool, even if it is rarely<ref>Um, ''ever''.</ref> used in practice.
''But''. There are idiosyncrasies in some markets. In [[Securities financing transaction|securities financing arrangement]]s (e.g., [[stock loan]] and [[repo]]) settlement failures are common, and have nothing to do with credit stress: pure operational fails happen every day, get quickly sorted out by [[buy-in]], and the parties move on. But a [[buy-in]] is, technically an early termination of the transaction and — depending on your master agreement<ref>The GMSLA, a settlement fail is specifically not an Event of Default. there is no such carve-out under the {{gmra}} or the American equivalents the {{mra}} and {{msla}}.</ref> — may technically be an [[event of default]]. In many cases it is a matter of market convention, not documentation, that these are not treated as events of default.


''But''. There are idiosyncrasies in some markets. In many [[Securities financing transaction|securities financing arrangement]]s (e.g., [[stock loan]] and [[repo]]) settlement failures are common, and have nothing to do with credit stress: these are pure operational fails, they get quickly sorted out by [[buy-in]], and the parties move on. But technically a [[buy-in]] is an early termination of the transaction and — depending on your master agreement<ref>The GMSLA, a settlement fail is specifically not an Event of Default. there is no such carve-out under the {{gmra}} or the American equivalents the {{mra}} and {{msla}}.<ref> — may technically be an [[event of default]]. In many cases it is a matter of market convention, not documentation, that these are not treated as events of default.
Now the {{2002ma}} deals with this, a little inexpertly, by classifying the default as
*Any default ''during'' a {{isdaprov|Specified Transaction}}  — ''except'' a simple delivery failure — that leads to the acceleration of that {{isdaprov|Specified Transaction}} only
*Any default at scheduled maturity of a {{isdaprov|Specified Transaction}} — ''except'' a simple delivery failure — this is to cover off the pedantic point that you can’t accelerate an obligation that is already due, so {{icds}} perceive some kind of category distinction between a performance breach ''before'' maturity and one ''at'' maturity
*Any default at any time that ''is'' a simple delivery failure that results in the acceleration of all outstanding transactions under the same master agreement — this, therefore, carves out simple delivery fails that the parties sort out by themselves without accelerating anything else.}}


This is so [[tedious]] as to be hard to even write about.


Your counterparty objects, picking any one of a multitude of small holes in the arrangement. Why should even payment failures count if you are not closing out the other Specified Transactions? A fair question. Your own [[credit officer]] might counter: what if there is only ''one'' outstanding {{isdaprov|Specified Transaction}}, and it fails at only at maturity, by means of a delivery, but the failure ''is'' credit-related? What then? This is a peculiar view, shared by few in the market, and lacking a solid base in common sense, but of such gems of incongruous conviction propel many a livelihood in the Square Mile and we should not gainsay them. They are inexplicable brute facts of the universe, like the cosmological constant or the popularity of golf.
Let’s say your [[credit department]] has it in its head that [[cross default]] is an important protection in a [[Securities financing transaction|securities financing arrangement]]. This is a peculiar view, shared by few in the market and lacking a solid base in common sense, but of such gems of incongruous conviction propel many a livelihood in the Square Mile and we should not gainsay them. They are inexplicable brute facts of the universe, like the cosmological constant or the popularity of golf.


Your [[credit officer]] will say, “well, [[it won’t hurt]] to just ''ask''” for a cross default, but just asking will prompt a discussion the parties needn’t otherwise have had, about the sorts of fantastic calamities that might come about in the possible universes that risk managers visit in their delirious dreams. The hypotheticals thrown into this debate will be as imaginative as they are tendentious: there will be a tangible air of prepostery emanating from either side’s submissions. But such is the path-dependency of negotiation: had no-one started this ball rolling, on a whim, none of imaginative perversity would have been given voice.  
Your [[credit officer]] will say, “well, [[it won’t hurt]] to just ''ask''”, but just asking will prompt a discussion the parties needn’t otherwise have had, about the sorts of fantastic calamities that might come about in the possible universes that risk managers visit in their delirious dreams. The hypotheticals thrown into this debate will be as imaginative as they are tendentious: there will be a tangible air of prepostery emanating from either side’s submissions. But such is the path-dependency of negotiation: had no-one started this ball rolling, on a whim, none of imaginative perversity would have been given voice.  


Before you know it, the parties will be reciting the 14 stations of [[set-off]]. Perhaps someone will have the idea of importing some definitions from the {{isdama}}, and from there all hope is lost. There is one way back, an infinite number of ways forward, into the [[abyss]], and [[negotiator]]s have no reverse gear.   
Before you know it, the parties will be reciting the 14 stations of [[set-off]]. Perhaps someone will have the idea of importing some definitions from the {{isdama}}, and from there all hope is lost. There is one way back, an infinite number of ways forward, into the [[abyss]], and [[negotiator]]s have no reverse gear.