Final Rule to Implement Dodd-Frank Risk Retention Requirement

On October 21, 2014, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and Exchange Commission (SEC), the Federal Housing Finance Agency (FHFA) and the Department of Housing and Urban Development (HUD) (collectively, the Agencies) issued a joint release (the Joint Release) on the joint final rule (the Final Rule) implementing the credit risk retention requirements of Section 15G (Section 15G) of the Securities Exchange Act of 1934 (the Exchange Act)1 added by Section 941(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). The Final Rule was adopted by three of the Agencies on October 21, 2014, and the remaining Agencies on October 22, 2014.

The credit risk retention requirements of Section 15G were originally proposed by the Agencies in April 2011 (the Original Proposal) and were re-proposed by the Agencies in August 2013 (the Re-Proposed Rule).2 The Re-Proposed Rule made a significant number of modifications to the Original Proposal in response to comments received on the Original Proposal. The Final Rule maintains the credit risk retention framework proposed by the Re-Proposed Rule with a smaller number of modifications, many of which are technical in nature. The Joint Release explains the Agencies’ reasoning in making modifications to the Re-Proposed Rule in addition to their reasoning for declining to make many of the changes proposed by commenters over the public comment period that preceded the release of the Final Rule.

Please see full memorandum below for more information.

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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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