TheCorporateCounsel.net

Below is an entry recently posted by John Jenkins of Calfee Halter & Griswold on the DealLawyers.com Blog:

English may be the first language of business, but when it comes to M&A, you won’t get very far without a thorough grounding in the unique English dialect known as “Bankerspeak.”

Bankerspeak owes its existence in large part to the most productive jargon generation machine ever invented: the American business school. (Whatever else they’ve accomplished, business schools have been teaching future MBA’s to “proactively leverage synergies” for more than a century!) But Bankerspeak also couldn’t exist without significant contributions from marketing consultants, who’ve helped professionals learn to frost their b-school jargon with a heavy coating of smarminess.

Now, before the bankers in the audience get all huffy, let me concede the obvious point that lawyers take second place to no profession when it comes to generating incomprehensible gibberish. But, our crimes against the English language tend to be in written form, while the bankers’ offenses are almost always verbal.

The biggest reason for the difference between the professions on this point is the extraordinary efforts that law schools make to transform literate liberal arts graduates into the “legal literati.” If, like most lawyers, you were a liberal arts major, then chances are you were a pretty decent writer when you went to law school. Come to think of it, if you were a liberal arts major, chances are that the ability to write an English sentence was about the only skill you had, which is why you ended up in law school in the first place.

But I digress.

Anyway, if you saw someone get off a bus and cross the street prior to your first legal writing class, you would probably have written the following description of what you saw: “I saw a woman get off the bus and cross the street.” After you took legal writing and joined the legal literati, that description probably looked more like this: “I observed a female (the “Person”) egress the multi-passenger vehicle (sometimes hereinafter referred to as the “Bus”) and traverse the thoroughfare.”

The other reason that Bankerspeak tends to be a spoken dialect is that most bankers wouldn’t be caught dead actually drafting something that didn’t consist almost exclusively of numbers. This is actually okay, because most lawyers can’t do math well enough to balance a checkbook.

At any rate, Bankerspeak is pretty ubiquitous in the transactional world, and those who aren’t fluent in it are at a real disadvantage. So, as a public service, here’s a handy guide to interpreting some commonly used Bankerspeak phrases:

– Bankerspeak: It’s a turnaround scenario, but we’re very high on management.
– English: The business looks like the 21st Century answer to Penn Central, but the CEO plays golf with one of our Managing Directors.

– Bankerspeak:This deal is very time sensitive.
– English: I leave for the Caribbean in two weeks.

– Bankerspeak: We understand your concern, and we’ll leave that as an open issue for now.
– English: No.

– Bankerspeak: At this point, how visible are the assumptions behind your projections?
– English: Seriously, do you have any idea what you’re talking about?

– Bankerspeak: We need you to give some thought to our position on this issue
– English: Think of me as the Voice of God.

– Bankerspeak: The market is a little choppy right now. We may want to wait until things settle down.
– English: Your deal is dead.

– Bankerspeak: We view this as potentially a positive from a marketing standpoint.
– English: Your deal is dead, but we haven’t figured out how to break the news to you yet.

– Bankerspeak: There’s a lot of hair on this deal.
– English: I’m impressed. You must have really worked overtime to screw the company up this badly.

– Bankerspeak: We need to give some thought to the optics of this.
– English: My God, this looks horrible! Your business ethics would make Bernie Madoff blush.

I don’t care what William Shatner says — Bankerspeak is the real “language of the deal!”

Ringing the NYSE Bell: What Does It Feel Like?

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SEC Proposes Changes to Regulation AB

Yesterday, at an open Commission meeting, the SEC proposed changes to its regulations impacting asset-backed securities. Here’s the press release and Chair Schapiro’s opening remarks – and here is the proposing release.

– Broc Romanek