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November 2003 FINANCIAL MARKETS LAW COMMITTEE ISSUE 56 – EMERGENCY POWERS LEGISLATION Analysis of how the law and market practice would respond to an event of major operational disruption Financial Markets Law Committee c/o Bank of England Threadneedle Street London EC2R 8AH www.fmlc.org FINANCIAL MARKETS LAW COMMITTEE ISSUE 56 - EMERGENCY POWERS LEGISLATION WORKING GROUP Chair: Bill Tudor John, Lehman Brothers Secretary: Simon McKnight, Linklaters Ian Annetts, Allen & Overy, Mark Kalderon, Freshfields Bruckhaus Deringer Chair, Intrastructure Sub-Group Pauline Ashall, Linklaters Piers Le Marchant, Lehman Brothers Chris Bates, Clifford Chance, Marc Leppard, International Petroleum Exchange Chair, Contracts Sub-Group Peter Beales, LIBA Keith Luckhoo, IMA Anthony Belchambers, FOA Peter Maskrey, Association of Foreign Banks David Bloom, HSBC Richard Metcalfe, ISDA Peter Bloxham, Freshfields Bruckhaus Deringer Diarmuid O’Hegarty, London Metal Exchange Megan Butler, FSA Julie Patterson, IMA Keith Clark, Morgan Stanley Michael Raffan, Freshfields Bruckhaus Deringer William Courtenay, London Stock Exchange Richard Slater, Slaughter and May Patrick Davis, International Petroleum Exchange Scott Sullivan, Deutsche Bank Mark Evans, Travers Smith Braithwaite Maurits Talen, CRESTCo Alastair FitzSimons, CRESTCo Martin Thomas, FMLC Jeffrey Golden, Allen & Overy Mark Topfer, London Metal Exchange Jane Green, FOA Richard Tredgett, Allen & Overy Tim Herrington, Clifford Chance James Tree, Association of Foreign Banks Simon Hills, BBA Laurence Walton, Euronext.liffe Rebecca Hughes, Euronext.liffe Peter Werner, ISDA Lynn Johansen, Clifford Chance Geoffrey Yeowart, Lovells, Chair, Powers Sub-Group Roger Jones, APACS With collaboration from: European Financial Markets Lawyers Group (www.efmlg.org) Financial Markets Lawyers Group (www.ny.frb.org/fmlg) Financial Services Agency of Japan (www.flb.gr.jp) Hong Kong Monetary Authority (www.info.gov.hk/hkma) Swiss National Bank (www.snb.ch) FOREWORD This report considers the extent to which there are gaps in the legal measures that might be taken by public authorities and participants in the international wholesale financial markets in response to an event of major operational disruption. If such an event occurs, such as the atrocities of 11 September 2001, it is important to know that the markets will be able to cope. The analysis has necessarily had to cover a very large amount of material in a very short period of time. The wholesale financial markets cover a wide range of diverse financial products and geographical areas, which are closely connected by a complex network of transactions, and parties to contracts are heavily reliant on numerous other market participants and systems to enable them to meet their obligations. The London market is the world’s most international marketplace, so any disruption to the London wholesale financial markets could be felt worldwide. During the preparation of this report we have communicated, and to an extent worked in parallel with, the Task Force on Major Operational Disruption established by the Treasury and chaired by Sir Andrew Large at the Bank of England, which has been able to take advantage of the views we have formed as they have emerged. The analysis we have conducted has covered other jurisdictions of particular importance to the global wholesale financial markets. We are especially grateful to the European Financial Markets Lawyers Group in Frankfurt, the Financial Markets Lawyers Group in New York, the Financial Services Agency of Japan, the Hong Kong Monetary Authority and the Swiss National Bank for the wealth of material they have willingly supplied. This has given our analysis a fully international perspective into the problems faced by the wholesale financial markets and how they might be resolved. When the FMLC was designed by the Bank of England at the beginning of last year it was intended that the Committee would rely heavily in its work on the resources of firms, both financial and professional, and trade bodies. There must have been some element of hesitation on the part of the designers - certainly there was on my part as the Committee’s Deputy Chairman - as to whether this collaborative model would work easily in practice. The collaboration that has gone into this report validates the model. We have been very fortunate in the detailed and necessarily fast input from all of the Working Group members, many of whom have given up substantial amounts of their time to work on this analysis. Without their expertise and collaboration this report could not have been completed so quickly and so thoroughly. In particular, we are immensely grateful to the three members of the Working Group who chaired the sub- groups developing our main analytical chapters: Chris Bates of Clifford Chance LLP, for the chapters on Standard Contracts, Ian Annetts of Allen & Overy for the chapter on the Infrastructure, and Geoffrey Yeowart of Lovells for the chapter on Existing Emergency and Other Powers. For all three, this has necessarily involved a review of a daunting body of material, most of which is highly technical, and all of which has had to be scrutinised in detail. Above all, I must express my thanks to Martin Thomas, Secretary to the FMLC, without whose professionalism this report would not have been prepared with such thoroughness, and to the highly able Secretary of the Working Group, Simon McKnight who, having been assigned through the generosity of his firm, Linklaters, to work full-time for several months on this project, has co-ordinated the views of the Working Group members and marshalled the relevant materials with great skill. Bill Tudor John 1 CONTENTS NOTE ON APPENDICES................................................................................................................................ 5 1 INTRODUCTION............................................................................................................................... 6 1.1 Structure of this report......................................................................................................................... 7 1.2 Working method.................................................................................................................................. 7 1.3 Draft Civil Contingencies Bill............................................................................................................. 8 1.4 International co-operation ................................................................................................................... 9 2 LESSONS FROM EXPERIENCE.................................................................................................... 10 2.1 11 September 2001............................................................................................................................ 10 2.2 Y2K................................................................................................................................................... 17 2.3 Introduction of the euro..................................................................................................................... 17 2.4 The Russian Moratorium................................................................................................................... 17 2.5 Pure financial crises .......................................................................................................................... 18 3 CONTRACT LAW ........................................................................................................................... 20 3.1 General principles of English contract law ....................................................................................... 20 3.2 International approaches to continuity of contract and force majeure............................................... 27 4 STANDARD CONTRACTS............................................................................................................. 29 4.1 Contractual impact of major operational disruption.......................................................................... 29 4.2 Relevant contractual techniques........................................................................................................ 32 4.3 Specific contracts .............................................................................................................................. 37 2 4.4 Business day definitions.................................................................................................................... 64 4.5 Documentation basis risk .................................................................................................................. 66 5 INFRASTRUCTURE ....................................................................................................................... 68 5.1 Payment systems ............................................................................................................................... 68 5.2 Exchanges ......................................................................................................................................... 71 5.3 Clearing and securities settlement systems ....................................................................................... 72 5.4 Supervision........................................................................................................................................ 73 5.5 Quasi-infrastructure bodies ..............................................................................................................
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