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Lloyd's Maritime and Commercial Law Quarterly

BOOK REVIEW - KPMG INTERNATIONAL HANDBOOK OF FINANCIAL INSTRUMENTS AND TRANSACTIONS

KPMG INTERNATIONAL HANDBOOK OF FINANCIAL INSTRUMENTS AND TRANSACTIONS by Arun Kumar Sarwal, B.Com., M.B.A., A.C.A., M.C.I.M., Manager, Banking and Finance, Peat Marwick McLintock. Butterworths, London (1989, xxviii and 347 pp., plus 27 pp. Appendices and 9 pp. Index). Hardback £80.
The purpose of this book is to provide a comprehensive source of reference for financial market instruments and transactions. Its scope and layout are most impressive. The topics covered include: foreign exchange markets, money markets, euromarkets, domestic capital markets, financial futures markets, interest rate options, forward rate agreements, interest rate swaps, asset swaps, documentary credits, forfeiting, factoring, unsecured and secured lending, syndicated loans and debt-equity swaps. There is an excellent alphabetical index, as well as a general index, which makes the information readily accessible.
The author has resisted the temptation to produce merely an extended glossary of terms (although there is an appendix containing a relatively short glossary). Instead, he has sought to explain the nature of each of the financial markets, their functions and methods of operation and the background to their development. The structure of the transactions carried out on these markets are analysed in words and, in some cases, by reference to straightforward mathematical calculations or flow diagrams. This is an ambitious approach but the author discharges the difficult task which he set himself with distinction. Throughout, his analysis of issues provides sufficient detail but avoids over-technicality. The result is an admirable work which should have considerable value to those involved in capital markets work.
The chapters dealing with the domestic capital markets are concerned more with government securities and corporate bonds than with issues of equity. The primary geographical focus of these chapters is the three major markets, U.S., U.K. and Japan, but some consideration of the position in jurisdictions such as Australia, Canada, Germany, Netherlands and Switzerland is also provided.
Occasionally, this reader found that the discussion emphasized the U.S. markets at the expense of other jurisdictions—for example, the growing U.K. market in mortgage backed securities merits only a four-line paragraph, while the U.S. market is given 14 pages. But, on the whole, the author seems to have got the balance right and to have accurately reflected the respective development and sophistication of the markets in the various jurisdictions.
Of course, the book has its limitations. The lawyer, for example, will not find it useful as a guide to the documentation required for a particular transaction or to the regulatory structure within which it must be structured. Indeed, the lawyer would be unwise to rely on this book for that purpose as he could be misled. He is told, for instance, that the only legislation and regulations relevant to an issue of shares are “the Companies Act 1985 and the Stock Exchange listing agreement” (p. 229), the enactment of the Financial Services Act 1986 in this instance (cf. p. 225) thus appearing to have escaped the author’s attention. Similarly, the lawyer is unlikely to be satisfied with the author’s superficial and, in some respects, inaccurate explanation of the distinction between an equitable and legal security (p. 261): in general, both equitable and legal mortgagees or chargees must obtain a court order before foreclosing on a loan and there are devices (principally the insertion of a power of attorney into the mortgage deed empowering the mortgagee to sell the legal estate) whereby an equitable mortgagee can sell the secured assets without a court order. But what the lawyer should

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