News & Analysis as of

Securities and Exchange Commission (SEC) Risk Retention

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

Ding Dong - The Amended Fiduciary Rule Is (Almost) Dead

Dechert LLP on

Fiduciary rule, we hardly knew ya. The death knell for the DOL’s amended rule appears to be sounding this week with the expected mandate from the Fifth Circuit effectuating the vacatur of the amended rule in the case of...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

Allen & Overy LLP

"Transfer" means transfer: LSTA CLO decision raises broader questions regarding U.S. risk retention rules

Allen & Overy LLP on

On February 9, 2018, the U.S. Court of Appeals for the District of Columbia Circuit Court (the “Court”) issued a significant decision in the case of Loan Syndications & Trading Ass’n v. SEC, No. 17-5004, --- F.3d ---, 2018 WL...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

Troutman Pepper

CLO Managers No Longer Need to Abide by Dodd-Frank Risk Retention Requirements

Troutman Pepper on

In a case of first impression, the D.C. Circuit Court struck down the Dodd-Frank-mandated risk retention requirements for managers of open market collateralized loan obligations (CLOs). ...more

Orrick - Finance 20/20

Risk Retention Rules Do Not Apply to Open-Market CLO Managers

Orrick - Finance 20/20 on

The D.C. Circuit Court of Appeals on February 9 reversed a summary judgment decision of the U.S. District Court for the District of Columbia and remanded the case with instructions to, among other things, vacate the rule...more

Morgan Lewis

The LSTA Case: DC Circuit Court Delivers Victory for CLO Industry, with Some Broader Ramifications

Morgan Lewis on

The Loan Syndications & Trading Association prevailed in its quest to eliminate credit risk retention requirements for open-market CLO managers, in a ruling that has other important implications....more

Dechert LLP

Third Party Purchaser Agreements Don’t Destroy Sale Treatment: A Victory for the Unintended Consequences Resistance

Dechert LLP on

Every once in a while we get some good news around the capital markets hood and this is one of those times. Admittedly, all we’re doing here is fixing a problem which was one of the unintended consequences of the Dodd-Frank...more

Morgan Lewis

Treasury Recommends Changes to Post-Financial Crisis Securitization Rules

Morgan Lewis on

Possible changes would include loosening qualified asset requirements under risk retention rules, limiting asset-level disclosure under Reg. AB II, and rationalizing capital and liquidity requirements for securitized assets....more

Dechert LLP

Fun With GAAP:  CMBS at Risk

Dechert LLP on

Here’s a headline for you: We don’t know if a conventional CMBS securitization where risk retention bonds are retained by a B-buyer under an industry standard third party purchaser agreement achieves accounting sale...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

King & Spalding

RISK: To Retain or Not Retain in Sukuk?

King & Spalding on

Introduction - 17 C.F.R. Part 246, adopted jointly by the United States Securities and Exchange Commission (the “SEC”) and other federal agencies in October of 2014 (the “U.S. Risk Retention Rule”) was adopted in response...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

Alston & Bird

The Dawn of CMBS 4.0: Changes and Challenges in a New Regulatory Regime

Alston & Bird on

Commercial real estate has been financed in the U.S. capital markets through creation of commercial mortgage-backed securities (CMBS) since the early 1990s, peaking at $240 billion in 2007 and representing about 25% of all...more

Morgan Lewis

Who Is the Sponsor of a Securitization?

Morgan Lewis on

In a complex securitization structure, determining the identity of the sponsor under the credit risk retention rules can be a daunting task. Introduction Under the credit risk retention rules adopted pursuant to the...more

JD Supra Perspectives

Selected Risk Retention Questions and Answers for CMBS Securitizations

JD Supra Perspectives on

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

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

Alston & Bird

Risk Retention and RMBS

Alston & Bird on

Effective December 24, 2015, all securitizations of residential mortgage loans (RMBS), both public and private, will be subject to the Credit Risk Retention Rule (the “Rule”).[1] The Rule was promulgated on December 24, 2014,...more

Orrick - Finance 20/20

Summary of Crescent No-Action Letter

Orrick - Finance 20/20 on

On July 17, 2015, the SEC published a no-action letter addressing the effect on the sponsor’s credit risk retention requirement of the refinancing of one or more tranches of existing CLO debt, an issue which has been of...more

Stinson - Corporate & Securities Law Blog

SEC Grants Relief From Risk Retention In Refinancing Transaction

The SEC granted Crescent Capital Group LP no-action relief if it does not retain an eligible risk retention interest under Section 15G of the Securities and Exchange Act of 1934 in connection with a refinancing of CLOs that...more

Shearman & Sterling LLP

Financial Regulatory Developments Focus - July 2015 #2

In this issue: - US Federal Banking Agencies Post Public Sections of Resolution Plans - US Office of the Comptroller of the Currency Report Discusses Risks Facing National Banks and Federal Savings Associations ...more

Morrison & Foerster LLP

Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal...more

Dechert LLP

Risk Retention – “How I Learned to Love Risk Retention and Live With It.” (Apologies to Stanley Kubrick)

Dechert LLP on

As time goes by we start to get close to the first of two risk retention effective dates; December 24, 2015 for residential product and everything else looming December 24, 2016 (does anyone really think a Christmas Eve...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

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