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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
On October 22, 2014, six federal agencies approved a final rule requiring sponsors of asset securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the...more
Six federal agencies approved on October 22 a final rule requiring sponsors of securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the Dodd-Frank Wall...more
Although regulators have rebuffed industry efforts to have tender option bonds (TOBs) exempted from the final credit risk retention rule (the CRRR), they have nevertheless provided some helpful changes and clarifications that...more
On October 21 and 22, the Fed, HUD, FDIC, FHFA, OCC, and SEC jointly approved final risk retention rules. The final rules, which implement Section 941 of Dodd Frank, generally follow the re-proposed rules issued in August...more
Call to Action: The final risk retention rules will change the status quo for nearly all CLO managers beginning in the fourth quarter of 2016. All managers should begin assessing whether and how they will comply with the...more
On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention...more
In this issue: - In preliminarily denying two exemption requests, the SEC takes a stand for market transparency in ETFs and upholds the arbitrage mechanism that allows market prices to closely track NAVs. -...more
A final credit risk retention rule was recently issued with respect to asset-backed securities (ABS) by the prudential bank regulators (the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance...more