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Everyone happy, right? | Everyone happy, right? | ||
Now: what should happen if, unexpectedly, a new government is enacted on a platform of irrational hostility to eighties metal bands, and they legislate for it to be illegal — punishable by imprisonment — to doctor M&Ms? Without a functioning severability clause, ''the contract might be void''. | Now: what should happen if, unexpectedly, a new government is enacted on a platform of irrational hostility to [[Brown M&Ms|eighties metal bands]], and they legislate for it to be illegal — punishable by imprisonment — to doctor M&Ms? Without a functioning severability clause, ''the contract might be void''. | ||
Absurd, you might say: this is ''obviously'' a meaningless formality. The parties would at once get together and agree to waive the need for the M&Ms. Plainly, ''no-one'' is materially affected. | Absurd, you might say: this is ''obviously'' a meaningless formality. The parties would at once get together and agree to waive the need for the M&Ms. Plainly, ''no-one'' is materially affected. | ||
But here is the thing. Imagine the borrower is a hedge fund. One of | But here is the thing. Imagine the borrower is a [[hedge fund]]. One of the especially venal, rapacious, locusty ones. It has just had a free option drop into its lap in the shape of ''a compelling legal reason it might not have to give back a hundred million dollars''. God forbid it might opportunistically claim ~ to its ''horreur'', naturally ~ that this contract cannot now be honoured, on pain of imprisonment. It will wheel out its compliance officer, who will mutter about formal compliance with rules and the firm’s duty to its shareholders. Or its investors. It will not be hard for it to contrive reasons that, ''even though it would love to give the money back, it just can’t.'' | ||
Those who don’t believe this are cordially invited to consider the [[stupid banker cases]]: that is ''exactly'' what the hedgefunds did to Citi on the [[Citigroup v Brigade Capital Management|Revlon loan debacle]]. | Those who don’t believe this are cordially invited to consider the [[stupid banker cases]]: that is ''exactly'' what the hedgefunds did to Citi on the [[Citigroup v Brigade Capital Management|Revlon loan debacle]]. |