News & Analysis as of

Securities and Exchange Commission (SEC) Asset-Backed Securities

Hogan Lovells

Securities Act Rule 192 – Conflicts of interest relating to certain securitizations

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On January 25, 2023, the U.S. Securities and Exchange Commission re-proposed a rule, previously presented in 2011, to prevent material conflicts of interest with an investor in an asset-backed securitisation transactions. ...more

Alston & Bird

New SEC Rule 192: Prohibition Against Conflicts of Interest in Certain Securitizations

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Our Finance Group summarizes the Securities and Exchange Commission’s finalized Rule 192 that prohibits conflicts of interest among participants in asset-backed securitizations. - The Dodd–Frank Act prohibits conflicts...more

Proskauer - Regulatory & Compliance

SEC Adopts New Rule Prohibiting Conflicts of Interest in Certain Securitizations

Following the financial crisis of 2007-2009 and Congressional investigations into the securitization market, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 prohibited securitization participants from...more

Dechert LLP

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

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The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and...more

Mayer Brown Free Writings + Perspectives

Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions....more

Cadwalader, Wickersham & Taft LLP

SEC Adopts a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On November 27, 2023, the Securities and Exchange Commission (the “Commission”) adopted Rule 192 under the Securities Act of 1933 (the “Securities Act”), a rule that is designed to prohibit “material conflicts of interest” in...more

Mayer Brown

Proposed Rule 192: Conflicts of Interest in Asset-Backed Securitization

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The Securities and Exchange Commission (the “Commission”) published proposed Rule 192 (Conflicts of Interest Relating to Certain Securitizations) on January 25, 2023 and closed the public comment period on March 27, 2023....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe...

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more

Dechert LLP

Sweet Relief? SEC Exempts Fixed-Income Rule 144A Securities from Rule 15c2-11—But Questions Remain

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On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more

Mayer Brown Free Writings + Perspectives

Reg AB Related C&DI

Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB...more

Sheppard Mullin Richter & Hampton LLP

SEC’s Proposed Conflicts of Interest Rule May Impede Hedging

Critics are warning that the SEC’s recently proposed rule (the “Proposed Rule”) prohibiting conflicts of interest in asset-backed securities (ABS) transactions may impede the ability of financial institutions, broker-dealers...more

A&O Shearman

Feeling conflicted: SEC Rule 192 and you

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On January 25, 2023, the United States Securities and Exchange Commission (the SEC) revived a proposed rule (initially proposed in September 2011) pursuant to Section 27B (Proposed Rule 192) aimed at preventing material...more

King & Spalding

Rule 192

King & Spalding on

On January 25, 2023, the Securities and Exchange Commission (“SEC”) issued a release reproposing new Rule 192 (the “Proposed Rule”) under the Securities Act of 1933 (the “Securities Act”), which is intended to prevent the...more

Goodwin

Financial Services Weekly News Roundup - February 2023

Goodwin on

Federal Reserve Issues Policy Statement on Section 9(13) of the Federal Reserve Act - On January 27, the Federal Reserve issued a policy statement interpreting section 9(13) of the Federal Reserve Act, which authorizes...more

Patterson Belknap Webb & Tyler LLP

SEC Re-Proposes Conflicts of Interest Rule Mandated by the Dodd-Frank Act

On January 25, 2023, the Securities and Exchange Commission (the Commission) voted unanimously to re-propose new Securities Act Rule 192. The proposed rule would prohibit securitization participants from engaging in...more

Cadwalader, Wickersham & Taft LLP

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

Morgan Lewis

Everything Old Is New Again: SEC Re-Proposes Securitization Conflicts of Interest Rule

Morgan Lewis on

More than a decade after its initial proposal,1 the US Securities and Exchange Commission (SEC) has re-proposed a new rule 2 under the Securities Act of 1933, as amended (the Securities Act), prohibiting material conflicts...more

Akin Gump Strauss Hauer & Feld LLP

SEC Re-Proposes Rule to Prohibit Material Conflicts of Interest in Securitizations

On January 25, 2023, the U.S. Securities and Exchange Commission (SEC) re-proposed rules1 (the “Proposed Rule”) to implement Section 27B of the Securities Act of 1933, as amended (“Section 27B”), which was mandated by Section...more

Mayer Brown Free Writings + Perspectives

SEC Re-Proposes Conflict of Interest Rule for Asset-Backed Securities

Executive Summary - The Securities and Exchange Commission (the “SEC”) has issued proposed Rule 192 pursuant to Section 27B of the Securities Act of 1933. Section 27B requires the SEC to issue rules for the purpose of...more

Cadwalader, Wickersham & Taft LLP

SEC Re-Proposes Dodd-Frank Act Section 621 Conflicts of Interest Rule

The Securities and Exchange Commission (“SEC”) unanimously voted yesterday to re-propose a rule to prohibit conflicts of interest in certain securitization transactions. The SEC previously proposed, but never finalized, this...more

Mayer Brown Free Writings + Perspectives

Dodd-Frank Act Era Conflicts Rule Reproposed

Yesterday, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act.  This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late...more

A&O Shearman

SEC Rule 15c2-11: New relief for 144A participants

A&O Shearman on

On November 30, 2022, the Staff (Staff) of the Division of Trading & Markets of the Securities and Exchange Commission (the SEC) issued a no-action letter (the November 2022 NAL) (extending relief from the requirements of...more

Dechert LLP

Happy Holidays: SEC Provides Temporary Rule 15c2-11 Reprieve

Dechert LLP on

In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation stating that fixed income securities (including asset-backed securities) fall...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

Orrick, Herrington & Sutcliffe LLP

The SEC’s Proposed New Cybersecurity Disclosure Requirements: ABS Supplement for Asset-Backed Issuers

Last week, the SEC proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures.  These rules could affect how companies structure cybersecurity programs....more

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