Making Commercial Law: Essays in Honour of Roy Goode

PHILIP R. WOOD¹

This essay proposes a set of criteria for classifying the financial law of the world's jurisdictions.

The main fields of international finance are banking and capital markets. The field covers loans (especially syndicated loans and project finance), bond issues, trade finance, financial trading, e.g. in foreign exchange and derivatives, payments systems, custodianship of securities by financial institutions, security, and title finance. A self-imposed limit is that the chosen field does not cover corporate issues of equity shares. Nor does it cover ordinary commercial law -- sale, transportation, construction, agency, employment, intellectual property and the like, although all of those often impinge on international financial transactions. Consumer law is outside our scope.

International financial transactions span borders and, in view of the amounts at stake, it is essential to plot the laws of the world's jurisdictions, or at least to know more or less what to expect. Comparative law is useful to enrich one's understanding of one's own laws, to enhance awareness of the range of possible solutions, to help frame new laws with the benefit of the thinking and experience of others and without having to re-invent the basics, to promote international harmony, to correct prejudices, to discover the similarities which underlie the differences, so often veiled by different legal idioms and argot but meaning the same thing, or even merely to satisfy curiosity as an end in itself. But these laudable objectives pale before the sheer urgency of being able to transact business in an atmosphere of knowledge rather than ignorance, so that transactions are not set aside or liabilities incurred by legal ambush, legal surprise, legal incomprehension.

-31-