News & Analysis as of

Risk Retention Asset-Backed Securities

Dechert LLP

Birds Do It, Bees Do It, Even Educated Fleas Do It.  Should The CRE Securitization Industry Advertise?

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If the wisdom of crowds has any validity (and there’s no real evidence that it’s any worse than the pontifical huffings of the chattering class), then there’s hope for 2023.  Optimism did itself proud at CREFC.  We’ll see if...more

Vinson & Elkins LLP

Securitizing Without Conflicts – Proposed SEC Rulemaking

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On January 25, 2023, the SEC reproposed its 2011 proposed rule to prohibit certain securitization participants from engaging in transactions that present conflicts of interest vis-à-vis ABS investors. This note answers a...more

Akin Gump Strauss Hauer & Feld LLP

SEC’s Marketing Rule – Strategies for CLO Managers

In December 2020, the Securities and Exchange Commission (“SEC”) adopted changes to Rule 206(4)-1 under the Investment Advisers Act to modernize the regulatory framework for investment advisers’ advertising and marketing...more

Dechert LLP

Can We (Should We) Try to Fix the Conduit Before It’s Gone?

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The conduit market does not absorb a lot of bandwidth in my day-to-day practice; I’m more of a CRE/CLO/warehouse/SASB/new products/innovation sort of guy.  But it’s painful to watch this marquee capital markets product wither...more

Dechert LLP

More Fun With Risk Retention: Europe and Japan Weigh In

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We’re all just back from CREFC and the mood was broadly constructive. (Don’t you love that word, “constructive”? When did “constructive” become a fancy way to say “good”?) We all went to South Beach this year wondering...more

Dechert LLP

The Boundaries of Risk Retention Now That the D.C. Circuit Has Spoken

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In February, the D.C. Court of Appeals ruled in The Loan Syndications and Trading Association v. Securities and Exchange Commission and Board of Governors of the Federal Reserve System, No. 17-5004 (D.C. Cir. Feb. 9, 2018)...more

King & Spalding

Risk Retention Update: Spring 2018

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The “Risk Retention Rule” has been in effect for a little over two years for asset-backed securities (“ABS”) collateralized by residential mortgages, and for over one year for all other classes of ABS. While a general market...more

Morrison & Foerster LLP

The Decision of the U.S. Court of Appeals Rules in Favour of LSTA in CLO Risk Retention Suit

This brief summary of the decision delivered on 9 February 2018 will be of interest to anyone involved in the CLO business in the United States....more

Dechert LLP

DC Circuit Court Newsflash: “Transfer” means “Transfer”

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In an eagerly anticipated (and much speculated upon) decision, a three judge panel of the United States Court of Appeals for the District of Columbia Circuit (“DC Circuit Court”) issued a unanimous opinion on Friday, February...more

Cadwalader, Wickersham & Taft LLP

Court of Appeals Decision: Managers of Open-Market CLOs Not Subject to Dodd-Frank Risk Retention

On February 9, 2018, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit unanimously ruled in favor of the Loan Syndications and Trading Association (“LSTA”) in its lawsuit against the...more

A&O Shearman

LSTA’s Argument That CLO Managers Are Not “Securitizers” in Open-Market CLOs Carries the Day in Court. Now What?

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On February 9, 2018, the D.C. Court of Appeals ruled that treating managers of open-market CLOs as “securitizers” subject to the risk retention rules exceeded the statutory authority to promulgate rules to implement the risk...more

Morgan Lewis

Credit Risk Retention Financing: Threading the Needle

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In order to finance ABS interests retained as required by the credit risk retention rules, a securitization sponsor first must wend its way through a thicket of unclear and sometimes apparently contradictory requirements....more

Latham & Watkins LLP

Application of the U.S. Risk Retention Rules to “Indenture-Style” Cellular Tower Securizations

Latham & Watkins LLP on

17 C.F.R. Part 246, adopted jointly by the Securities and Exchange Commission (“SEC”) and five other federal agencies in October of 2014 (the “U.S. Risk Retention Rules”), requires a sponsor of asset- backed securities...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: May 2017 - Securitization Rules Offer Differing Definitions of ‘U.S. Person’

With the long-awaited U.S. rules requiring a level of risk retention in securitizations recently going into effect, an added wrinkle has been created by a slight difference in how “U.S. person” is defined in different...more

Morgan Lewis

Multijurisdictional Securitization in the Age of Risk Retention

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The challenges of complying with both the US rules and the EU rules. Both United States and European Union laws now require 5 percent credit risk retention for securitization transactions. While the jurisdictional scope...more

JD Supra Perspectives

Selected Risk Retention Questions and Answers for CMBS Securitizations

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On October 22, 2014, 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, the Federal Housing...more

Dechert LLP

“Risk Retentionizing” Your CLO: A Post-Effective Date Guide to Risk Retention Compliance

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Over the last year and a half, asset managers of collateralized loan obligations (“CLO Managers”) have been focused on developing various strategies to enable them to comply with the retention requirements of the final U.S....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Despite Challenges, Risk Retention Rules Set to Impact All Asset-Backed Securities by End of 2016"

Credit risk retention rules are intended to promote an alignment of interests between sponsors and investors of securitizations by requiring sponsors to maintain “skin in the game” — that is, retain a certain percentage of...more

Dechert LLP

RMBS Risk Retention is Here

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It's official. Risk retention became effective for residential mortgage-backed securities (“RMBS”) on December 24, 2015. Since the final rules (the “Rules”) were issued, there has been a lot of talk throughout the broader...more

Ballard Spahr LLP

Risk-retention rule for asset-backed securities finalized

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On October 22, 2014, the federal regulatory agencies responsible for implementing regulations under Dodd-Frank finalized the risk retention rule for asset-backed securities (the “Risk Retention Rule“). For the securitization...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Risk Retention Rules Impact Registered Fund Tender Option Bond Financings"

In October 2014, several regulatory agencies approved final rules to implement the risk retention requirement mandated by Section 941 of the Dodd-Frank Act. (See "Regulators Adopt Final Risk Retention Rules for Asset-Backed...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Regulators Adopt Final Risk Retention Rules for Asset-Backed Securities"

In October 2014, 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, the Federal Housing...more

Troutman Pepper

The Risk Retention Rules: A Victory for Securitizations Involving Residential Mortgage-Backed Securities?

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When Congress passed the Dodd-Frank Act, it mandated the creation of risk retention rules in an effort to align the incentives of sponsors of asset-backed securities (ABS) with the interests of investors and to improve the...more

Goodwin

Financial Services Weekly News Roundup - December 2014 #5

Goodwin on

Editor’s Note: Spotlight on the Credit Risk Retention Rule: The OCC, Federal Reserve Board, FDIC, SEC, FHFA and HUD announced the adoption of a joint final rule (the Rule) to implement the credit risk retention...more

Dechert LLP

Credit Risk Retention Final Rule: Enforcement and Compliance Considerations

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Predicting enforcement of the final rule regarding U.S. risk retention is an uncertain task. This OnPoint is designed to provide guidance on possibilities related to consequences of non-compliance, enforcement approaches by...more

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