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The CFPB and NCSLT TRUSTS Saga: Movement on the Third Circuit Case and a Second CFPB Enforcement Action

As we reported in our Client and Friends memo last month, the Third Circuit published an opinion on March 19th finding that statutory trusts such as those that make up the National Collegiate Student Loan Trusts (the “NCSLT...more

Third Circuit Decides Statutory Trusts Are Covered Persons: What This Means for the Securitization Market

On March 19, 2024, the Third Circuit handed down a decision that statutory trusts used as issuing entities for securitizations are considered “covered persons” for purposes of the Consumer Financial Protection Act ("CFPA"),...more

Regulatory and Transactional Implications of Recent Moody’s Bank Ratings Downgrades

Earlier this week, Moody’s Investor Services downgraded the credit ratings of 10 regional banks and put 17 other banks under review or gave their rating a negative outlook. Notwithstanding the downgrades, most of the...more

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is...more

Federal Court Holds That Student Loan Trusts Are Subject to CFPB Enforcement Authority: What This Means for Consumer...

On December 13, 2021, Judge Stephanos Bibas, visiting judge in the U.S. District Court for the District Delaware from the U.S. Court of Appeals for the Third Circuit, denied a motion to dismiss a lawsuit brought by the...more

Volcker 3.0: The Agencies Propose Relief for Securitizations and Foreign Funds and New Exemptions from the Volcker Rule’s Covered...

On January 30, 2020, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, and the Commodity...more

A Tale of Two Continents - European CMBS v U.S. CMBS & CRE CLOs

U.S. CMBS issuance equalled approximately $171 billion during 2018. In the same period, European CMBS issuance equalled approximately €4 billion which, whilst not close to the issuance levels of the U.S. CMBS market,...more

Further Delays in the Expected Application Date of the Disclosure Templates for EU Securitisation Reporting

This memorandum provides an update regarding the further delay in the application of the transparency regulatory technical standards (“RTS”) (which include the new reporting templates) under the EU Securitisation Regulation....more

Accrual Clauses in RMBS Contracts Violate New York Law and Public Policy

On October 16, 2018, the New York State Court of Appeals held that contractual attempts to extend the statute of limitations for causes of action involving breaches of contract are unenforceable because they violate New York...more

The Evolution of European CMBS 2.0

This briefing reviews developments in European CMBS since the financial crisis and focuses on (1) 2011-15 European CMBS transactions (“2011-15 European CMBS”); (2) 2017-18 European CMBS (“2017-18 European CMBS”)...more

The Southern District of New York’s Norske Skog Decision: What Constitutes A Refinancing May Be In The Eye of The Beholder

The recent decision by the United States District Court for the Southern District of New York in Citibank, N.A. v. Norske Skogindustrier ASA could be an important consideration for future drafting and interpretation of debt...more

Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National...more

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention...more

Risk Retention for Commercial Mortgage-Backed Securities: Fact Sheet

On October 22, 2014, the federal regulatory agencies responsible for implementing regulations under Dodd-Frank finalized the risk retention rules for ABS transactions, including CMBS transactions. The final rules come more...more

Potential Impact of New SEC Rules on Cell Tower Securitizations

On August 27, 2014, the Securities and Exchange Commission (the “SEC”) adopted two final rules implementing new regulations affecting asset-backed securities (“ABS”). The first set of rules, referred to in this memorandum as...more

New Rules for Third-Party Due Diligence Reports for Asset-Backed Securities

On August 27, 2014, the Securities and Exchange Commission (the “SEC”) adopted final rules (the “Final Rules”) implementing, among other things, provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of...more

SEC Adopts Regulation AB II

This morning the Securities and Exchange Commission in an open meeting voted to adopt long-awaited final rules (the "Final Rules") implementing a series of changes to the registration and offering process for asset-backed...more

EU Risk Retention Requirement: A Workable Solution For US CLO Collateral Managers?

Background - Article 405 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU)...more

The Volcker Rule’s Impact On Banking Entities’ Ownership And Sponsorship Of Structured Finance And Securitization Transactions

On December 10, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity...more

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