The curious structure of an MTN: Difference between revisions

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Now an [[IOU]] is a simple enough thing: the legal architecture making it all possible was another thing altogether: [[trust deed]]<nowiki/>s, paying agency agreements, [[dealer]] agreements, [[prospectus]]<nowiki/>es and so on, and the up-front cost of a “stand-alone” debt issuance was formidable. Thus emerged the [[medium term note programme]] — a pre-crafted architecture containing all the standard terms, appointments and so on, which an issuer could quickly “tap” when it needed to, in a fraction of the time and cost.
Now an [[IOU]] is a simple enough thing: the legal architecture making it all possible was another thing altogether: [[trust deed]]<nowiki/>s, paying agency agreements, [[dealer]] agreements, [[prospectus]]<nowiki/>es and so on, and the up-front cost of a “stand-alone” debt issuance was formidable. Thus emerged the [[medium term note programme]] — a pre-crafted architecture containing all the standard terms, appointments and so on, which an issuer could quickly “tap” when it needed to, in a fraction of the time and cost.


In parallel the information revolution arrived and notes started to trade electronically, in a [[clearing system]]<ref>In the European markets, there are two major [[clearing system]]<nowiki/>s: [[Euroclear]] and [[Clearstream]].</ref>. Here noteholders’ interests were represented as electronic entries in their clearing system accounts there was no need for security printing, perforated coupons, a wide network of paying agents, and the identity for the time being of the holders was ascertainable, at least by the clearing system, which had to maintain the records on order to ensure everyone got paid. At the very heart there was still a physically printed note: just one: a “global note”, representing all the nominally issued notes, held by a “[[common depositary]]” — a custodian for the electronic clearing systems in which the notes are traded.
In parallel the information revolution arrived and notes started to trade electronically, in a [[clearing system]]<ref>In the European markets, there are two major [[clearing system]]s: [[Euroclear]] and [[Clearstream]].</ref>. Here noteholders’ interests were represented as electronic entries in their clearing system accounts there was no need for security printing, perforated coupons, a wide network of paying agents, and the identity for the time being of the holders was ascertainable, at least by the clearing system, which had to maintain the records on order to ensure everyone got paid. At the very heart there was still a physically printed note: just one: a “global note”, representing all the nominally issued notes, held by a “[[common depositary]]” — a custodian for the electronic clearing systems in which the notes are traded.


=== Residual DNA ===
=== Residual DNA ===
By the 1990s, all notes, bonds and other securities were electronically cleared, and none has been security printed since. Nonetheless, the MTN terms and structure still bear traces of their physical biology, a bit like tailbones, appendixes and male nipples. The basic rationale is “well, the [[clearing system]]<nowiki/>s might not work one day — you know, there could be some kind of post-apocalyptic, Mad Max-style future with everyone driving round in battle trucks and drinking their own urine — so I might need to change these into security-printed definitive notes, so we better leave these terms in just in case”.  
By the 1990s, all notes, bonds and other securities were electronically cleared, and none has been security printed since. Nonetheless, the MTN terms and structure still bear traces of their physical biology, a bit like tailbones, appendixes and male nipples. The basic rationale is “well, the [[clearing system]]s might not work one day — you know, there could be some kind of post-apocalyptic, Mad Max-style future with everyone driving round in battle trucks and drinking their own urine — so I might need to change these into security-printed definitive notes, so we better leave these terms in just in case”.  


Now the [[JC]] would be the last one to pooh-pooh the idea of a dystopian future — given the last few years he rather expects it at some stage, in fact — but, really: if you are eating caterpillars, presenting your coupons to the Luxembourg paying agent is going to be a long way down your list of priorities.  
Now the [[JC]] would be the last one to pooh-pooh the idea of a dystopian future — given the last few years he rather expects it at some stage, in fact — but, really: if you are eating caterpillars, presenting your coupons to the Luxembourg paying agent is going to be a long way down your list of priorities.  
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* [[Clearing system|Electronically cleared]] or [[Definitive security|definitive]]
* [[Clearing system|Electronically cleared]] or [[Definitive security|definitive]]
* Where definitive and bearer, mechanics of presenting coupons, talons and so on.
* Where definitive and bearer, mechanics of presenting coupons, talons and so on.
{{Sa}}
 
===The logical structure of legal documents===
This leads us on to [[Semantic code project|one of our pet interests]]: why are legal documents so convoluted, and what can one do to correct it. For this we need to delve into the underlying logical structure of a contract.
 
Any legal statement, however [[Fish Principle|Fish]]ily articulated, boils down to a basic logical proposition, rather like software code, with propositions, conditions, logic gates, if/then statements, and so on, only we call them definitions, obligations, rights, discretions, options and so on.
 
Any logic gate — in legal language, an alternative, choice or option, increases the inherent complicatedness of a proposition.
 
Take this statement about cricket and rugby balls:
 
{{subtable|
A ball: <br>
(a) if it is red
:(i) if it is round
::(A) may not be used for rugby
::(B) may be used for test cricket
::(C) may not be used for one-day cricket
:(ii) if it is oval:
::(A) may be used for rugby
::(B) may not be used for test cricket
::(C) may not be used for one-day cricket
(b) if it is white:
:(i) if it is round:
::(A) may not be used for rugby
::(B) may not be used for test cricket
::(C) may be used for one-day cricket
:(ii) if it is oval:
::(A) may be used for rugby
::(B) may not be used for test cricket
::(C) may not be used for one-day cricket
}}
 
Or you could render it thus:
 
{{subtable|
A ball: <br>
(a) if it is oval
:(i) may be used for rugby
:(ii) may not be used for cricket
(b) if it is round:
:(i) may not be used for rugby
::(a) if it is red:
:::(I) may be used for test cricket
:::(II) may not be used for one-day cricket
::(a) if it is white:
:::(I) may not be used for test cricket
:::(II) may be used for one-day cricket
}}
 
There are more and less efficient ways of organising a logical structure containing those propositions.
 
 
{{sa}}


* [[Medium term note programme]]
* [[Medium term note programme]]
* [[Repackaging programme]]
* [[Repackaging programme]]
{{Ref}}
{{Ref}}