By Geoffrey Fuller
Publisher: Jordans
Second edition
Price: £80
In his second edition, Mr Fuller once again takes us at a gallop on a tour of the modern facility agreement. His emphasis is on the academic and the text is copiously footnoted with a detailed index and case and statute tables. Thus the author provides valuable signposts for those seeking a more detailed analysis of their particular problem. The book does not purport to be a comprehensive analysis of the subject matter, but provides a handy guide to major issues.
The book follows the same format as the first edition, but includes three new chapters: US security laws, the impact of EMU and execution of documents, as well as a number of new sections including CREST, the London Approach and insider dealing.
The analysis of US security laws reflects the increasing importance of the US market, particularly in relation to the issue of debt securities. It is sufficiently current (up to 1 October 1998) to provide a good forecast of the impact of introduction of the Euro on banking documents and a valuable guide to changes in a number of conventions and of definitions, such as ‘Business Day’, which might otherwise be overlooked. The section on execution of documents is a practical addition to an otherwise larger academic work.
The strength of the book lies in its chapters on common commercial terms, security, subordination and guarantees, but the scope of the book means that these issues cannot be addressed in the same depth as specialist texts on the relevant subjects.
The author does not address borrowing by entities other than English companies – a limitation noted in the preface to both the first and second edition – but the book loses little by this omission.
The various precedent clauses provide a useful reference with examples of guarantee, tax gross-up and trustee protection provisions as well as attestation clauses, although they are provided as illustrations to the point rather than as an attempt to make the book a reference guide for draughtsmen.
Given the wide ranging subject material some subjects, such as execution of documents, receive a treatment that seems at odds with their importance within the book. This said, the author achieves his goal of bringing together the diverse areas of law that are fundamental to understanding corporate borrowing.
David Lacey is a solicitor at Lovell White Durrant
