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-If you are a [[broker-dealer]], your basic terms for handling orders and stuff. The theory is that are mostly harmless, and [[broker]]s bang them out at the inception of the relationship, if the client even notices them they get stuck in a draw and no-one ever thinks about them again. A client’s reaction to a broker’s terms of business is a good gauge in how overstaffed that client’s legal department is. In these austere times it is quite a comfort to see that cost cutting hasn’t hit all of the mediocre lawyer’s favourite habitats.
+{{a|brokerage|}}If you are a [[broker-dealer]], your basic terms for handling orders and stuff. The theory is that [[TOB]]s are mostly harmless — only 97 pages long, of course — and [[broker]]s bang them out at the inception of the relationship expecting that, if the client even notices them at all, they get stuck in a draw and no-one ever thinks about them again. The last thing anyone wants is for the client to send the TOBs to their [[legal eagles]].
-In the US, the brokers tend not to have [[TOB]]s because they rely on the [[Uniform Commercial Code]]. In EMEA, banks and brokers tend to have written terms of business, if for no other reason because [[MiFID]] 2 imposes quite a lot of basic requirements. Each time [[ESMA]] updates [[MiFID]] dear old [[Simmons & Simmons]] kicks off a really hilarious<ref>Like ''really'' hilarious. I can’t tell you how fun it is.</ref> game where they gee their institutional [[asset manager]] clients up into a frenzy about how outrageous their broker]]s’ terms of business are, and present them with a nineteen page generic letter of rebuttal. This causes a 9 month paper war which is redolent of — and about as much of a waste of time, effort and young lives as — the trench warfare in Belgium in World War I.
+This can happen. Indeed, a client’s reaction to its broker’s [[terms of business]] is a pretty good gauge of how badly in need of streamlining its own [[legal]] department is. If you have people prepared to argue the toss about TOBs, you have a working illustration of [[Parkinson’s Law]] before your very eyes. In these austere times, it is quite a comfort to see that cost-cutting hasn’t hit all of the [[mediocre lawyer]]’s favourite habitats.
-In fairness, the brokers don't help themselves with their TOTALLY ABSURD terms of buisness. Nomura and Morgan Stanley check in at something like 80 pages.
+In any case, hold these truths as self-evident:
+*No-one has ever sued, or been sued, on their [[TOBs]]. I mean, why would you?
+*No-one, other than [[legal]], has ever even ''read'' the goddamn things.
-and that's before we even get into arguments about whether we need a [[sovereign immunity]] waiver clause or to appoint a process agent.
+===US===
+In the {{tag|US}}, [[broker]]s tend not to have [[TOB]]s because the market relies on the basic terms of the [[Uniform Commercial Code]].
+===EMEA===
+In EMEA, [[broker]]s do tend to have written [[terms of business]], if for no other reason because [[MiFID]] 2 imposes quite a lot of basic requirements that they need to memorialise.
+===The [[Simmons TOBS offensive]]===
+{{simmons tobs offensive}}
-Hold these truths as self-evident:
+And all of this goes before we even get into arguments about whether we need a [[sovereign immunity]] waiver clause or to appoint a [[process agent]].
-*No-one has ever sued, or been sued, on the basis of [[terms of business]].
-{[ref}}
+{{ref}}