Legal English: Belt and Suspenders
Today’s phrase is “belt and suspenders,” (Pronunciation: BEHL and suhs-PEN-duhrs; Origin: English; Parts of Speach: Adjective (primarily); noun) which is commonly used in business negotiations to describe a situation in which two protective strategies are used to minimize the risk that would be present if only a single protective strategy were in place. The origin of the phrase is literal: A belt and suspenders would each likely hold up a pair of pants on their own, but using both at once represents an even safer route.
Here are some example sentences in which the phrase is used:
- “We understand that we’re going to receive an opinion of counsel that our course of conduct is legal, but we’d really like to have a Directors and Officers Insurance Policy in place as a belt-and-suspenders plan.”
- “I know that the Good Standing certificates you sent are recent, but as a belt-and-suspenders approach, would you please order ones that will be dated as of the closing date so that I can be sure that the subsidiaries are current on their taxes?”
As indicated in the “part of speech” section above, the phrase is used somewhat flexibly. In the two usage examples, it’s used as an adjective and paired with the word “approach,” as is quite common. Because the phrase is business jargon or slang, however, usage is evolving continually, and each speaker may use it in a somewhat different way. In actual speech, many will speak casually and say things like, “We’re going to be belt and suspenders on this one,” or “We’ve got to have belt and suspenders here.” To illustrate this flexibility, here are some examples in which the phrase is used as a noun:
- “In the Representations section, it says that there are no known environmental liabilities, but I think we need a belt and suspenders here. Is there time to have a professional environmental assessment done?”
- “Our deposit is already escrowed with the escrow agent. You don’t need a belt and suspenders here in the form of personal guarantees; we’re not going to walk away from the deal and leave $2 million on the table.”
Typically, the term is used positively to indicate the desirable level of safety that is often sought by attorneys, financial professionals and executives, but it can be used as a way to criticize an overly cautious or conservative approach. For example, a lender who demands a security interest in collateral and also seeks personal guarantees might be criticized for needing a belt and suspenders, as might a lender who records new liens each time funds are disbursed even though such disbursements are clearly covered under an original recorded instrument.
In short, whether belt and suspenders is a positive phrase likely depends on the context and the speaker, as well as that person’s attitude toward risk.