SEC Approves Final ABS And NRSRO Rules


On August 27, the SEC adopted revisions to rules governing the disclosure, reporting and offering process for asset-backed securities (ABS) and adopted new requirements for credit rating agencies registered with the SEC to increase governance controls, enhance transparency, and increase credit rating agency accountability. The adopted ABS reforms will make it easier for investors to review and analyze the credit risk of ABS.  The revised ABS rules will (i) require issuers to provide standardized asset-level disclosures for ABS backed by residential mortgages, commercial mortgages, auto loans, auto leases, and debt securities; (ii) provide investors with an additional three days to analyze a preliminary prospectus prior to the first sale of securities in the offering; (iii) revise the eligibility requirements for ABS shelf offerings and require additional changes to the procedures and forms related to shelf offerings; and (iv) revise reporting requirements to include expanded and additional information in the prospectus disclosure for ABS. The new rules adopted for credit rating agencies registered with the SEC require these agencies to (i) consider certain identified factors with respect to establishing, maintaining, and enforcing an internal control structure and file an annual report to the SEC regarding the agency’s internal control structure; (ii) implement conflict of interest controls to prevent inappropriate considerations from affecting a credit agency’s production of credit ratings; (iii) require public disclosure of credit rating performance statistics and histories; (iv) implement procedures to protect the credibility and transparency of rating methodologies, including disclosure requirements regarding the same; and (v) establish standards to ensure that credit analysts meet certain training, experience, and competence thresholds.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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