‘Yank the bank’ and other legal ploys
A couple of weeks ago, we got four EIB lawyers together to explain some legal terms used in financing contracts on ‘A Dictionary of Finance’ podcast. Now they’re back to reveal more of their ruses
Yank the bank — a clause used in more complex financing agreements to allow the borrower to get rid of a bank in a group of lenders. This might be applied when the rest of the syndicate agrees to either more financing or an amendment to the financing agreement, and one lender either cannot provide more financing or disagrees.
Carve-out — an exception to a general obligation. For example, if the borrower is under obligation not to sell any assets during the lifetime of the loan, there might be a carve-out to allow the borrower to sell one particular asset in agreement with the lender.
When two or more parties get together and just want to do business in good faith, who needs lawyers?! Well, in this week’s episode of A Dictionary of Finance podcast, the European Investment Bank’s lawyers got real and talked about ‘problem banks’. ‘Trouble banks’. ‘Bruised egos’. And ‘nasty banks’, even. Clearly, finance isn’t just fun and games. And that is where lawyers, contracts and complicated-sounding legal terms come in to play.
We pushed our lawyers to reveal some of their secret tricks they resort to when, despite good intentions all around (we’re sure), things don’t quite go as planned. They explain what harmless-sounding phrases like ‘to the best of my knowledge after due inquiry’ really mean. We find out about the ‘data room’, a place typically with no natural light, a place in which no-one really wants to end up. We find out what ‘yank the bank’ is and what ‘drop dead clause’ means.
But, as it turns out, there is poetry in all this legal darkness. There are ‘midnight clauses’ and ‘insolvency waterfalls’, cascading down from an ‘insolvency pool’ like a blessing to the creditors (to those higher up, at least).
Showing us the light in this rowdy, poetic world of legal jargon are:
- Maria José Cerrato Sánchez, senior counsel for the EIB’s Spain and Portugal legal division,
- Tom Nguyen, counsel in the UK and Ireland unit of the European Investment Bank’s legal directorate,
- Kinga Soltész, counsel in the EIB’s Czech Republic, Slovakia, and Eastern Neighbours division, and
- Matthias Brzezinski, counsel in the Austria and Germany legal unit of the EIB.
Do give a listen to the first episode on legal jargon where we find out the meaning of “snooze you lose”, “mutatis mutandis”, “ipsa loquitur”, “pari passu” and “in rem security”, “reservation of rights” and “acting reasonably”.
We’d love to hear about your impressions of the podcast! You can get in touch with us over Twitter (@EIBMatt and/or @AllarTankler) to suggest phrases and concepts we could include in the next episodes. Meanwhile, do subscribe to ‘A Dictionary of Finance’ in the iTunes podcast app, or Stitcher or your favourite podcast platform, and rate us!
Originally published at www.eib.org.
