News & Analysis as of

Special Purpose Entities

EU PRIIPs Regulation – Relevance to Fund Managers Explained

by Proskauer Rose LLP on

Background - On 1 January 2018, European Union (EU) Regulation (No 1286/2014)[1] on key information documents for packaged retail and insurance-based investment products (PRIIPs) comes into force. It will require that a...more

European Parliament Votes to Adopt the Securitisation and CRR Amendment Regulations

On 26 October 2017, the European Parliament voted in plenary session to adopt the EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and standardised”...more

Supreme Court Upholds “Church Plan” Sponsorship by “Principal-Purpose Organizations”

by Cohen & Grigsby, P.C on

On Monday, June 5, 2017, the U.S. Supreme Court rendered a much-awaited decision in Advocate Health Care Network v. Stapleton in favor of church plan sponsors that are “principal-purpose organizations.” This ruling is...more

Amendments to the Real Estate Specified Joint Enterprise Act of Japan

by DLA Piper on

The Real Estate Specified Joint Enterprise Act of Japan (Act No. 77 of 1994, as amended, the Act) regulates fund investments in real estate using partnerships and other vehicles. If a person or entity (i) receives investments...more

Corporate Tax Residence: Another Chapter

Another Case on Corporate Tax Residence: Why Does It Matter? - Corporate tax residence is an area of enduring enquiry and focus for HM Revenue & Customs (HMRC) in the UK. Development Securities (No.9) vs. HMRC [2017]...more

Debt Dialogue: July 2017 - Non-consolidation and True Sale Issues for Insurance Company Sponsors — Part Two

Our two-part article on non-con and true sale issues in insurance contexts continues with a deeper dive into the considerations that distinguish these issues from similar remoteness principles in a Bankruptcy Code context. In...more

Debt Dialogue: July 2017 - Non-consolidation and True Sale Issues for Insurance Company Sponsors — Part One

This two-part article discusses the key concerns, from a non-consolidation and true sale perspective, that arise when an insurance company, as opposed to a bankruptcy-eligible entity, is a sponsor/seller in a securitization...more

A New Era: The New European Framework for Securitisations

by Hogan Lovells on

Following a prolonged period of political scrutiny and negotiation, the texts of two regulations implementing significant changes to the regulation and capital treatment of securitisations were broadly agreed by the three EU...more

Reflections upon the proposed amendments to EMIR

by White & Case LLP on

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories ("EMIR") entered into force on 16 August 2012. Most of the obligations...more

European Commission Adopts Proposal to Amend EMIR

On 4 May 2017, the European Commission (the “Commission”) adopted a proposal for a Regulation amending Regulation (EU) No 648/2012 (“EMIR”) as regards the clearing obligation, the suspension of the clearing obligation, the...more

U.S.’s Announcement on Welcoming Fintech Companies as Special Purpose Banks: Implication on Hong Kong’s Deposit-taking...

by Bryan Cave on

On 2 December 2016, the Office of the Comptroller of the Currency (“OCC”) in the U.S. announced its intention to take applications from fintech companies that wish to obtain a special purpose national bank charter (“The...more

Ukraine: New rules on withholding tax for Eurobond offerings and LPNs

by DLA Piper on

Starting from January 1, 2017 Ukrainian tax legislation contains new (more favorable) rules on taxation of interest payable by Ukrainian borrowers under Eurobonds offerings relating to LPN structures. It is common for...more

Substantive Consolidation: It’s Alive and Well (or Maybe Just Alive)

by Dechert LLP on

The doctrine of substantive consolidation (generally- the power of a bankruptcy court to consolidate the assets and liabilities of affiliated entities in bankruptcy) is a recognized remedy exercised by bankruptcy courts – one...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Special Purpose National Bank Charters for FinTech Companies - On December 2, 2016, Comptroller of the Currency, Thomas J. Curry, announced that the Office of the Comptroller of the...more

ECON Agrees Compromise Amendments to STS/Risk Retention

The European Parliament’s Committee on Economic and Monetary Affairs (“ECON”) has today agreed compromise amendments (the “Compromise Amendments”) to the proposed EU regulation intended to lay down common rules on...more

The OCC Launches Its New FinTech Charter Initiative

by Pepper Hamilton LLP on

Whether the long and arduous chartering process, ongoing examination and supervision requirements, substantial capital requirements and limitations on initial rapid growth will outweigh the benefits of the bank partnership...more

Office of the Comptroller of Currency to Issue Charters to Fintech Companies

by Stinson Leonard Street on

On Friday, December 2, the Office of the Comptroller of Currency (OCC) announced that it would start considering applications for special purpose national bank charters from financial technology (fintech) companies. The OCC...more

Lenders to SPEs: Be Aware, You May Not Have Standing to Appeal a Substantive Consolidation Order

by Dechert LLP on

A substantive non-consolidation opinion is a common feature of structured finance transactions in the U.S. Most, if not all, opine as to what a bankruptcy court would do, but express no opinion on the appellate process. We...more

DIFC Intermediate SPV Regime: a Welcome Business-Friendly Evolution

by Dechert LLP on

The introduction of a new regime for the establishment of so called ‘intermediate special purpose vehicles’ (“Intermediate SPVs”) in the DIFC was approved by the Dubai International Financial Centre (“DIFC”) Authority on 19...more

SEC Amends Form ADV and Investment Adviser Recordkeeping Rules

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule), as well as technical amendments to other rules under the Investment Advisers Act of 1940...more

MEasure - Summer 2016

by King & Spalding on

Brexit – Impact on Middle Eastern Issuers - Whilst the precise legal and regulatory impact that the UK’s recent decision to leave the European Union (EU), dubbed Brexit, will have on the corporate finance market will...more

Saudi Arabia Update - June 2016

by Dentons on

Legal Developments - Vision 2030 introduces new Nitaqat - Earlier this year, the Deputy Crown Prince Mohammed bin Salman announced the new reform plan, Vision 2030, which expresses Saudi Arabia's long-term goals and...more

European Parliament Rapporteur Publishes Draft Amendments to the Proposed EU Securitisation Regulation

On 6 June 2016, Paul Tang MEP, the Rapporteur of the Committee on Economic and Monetary Affairs (“ECON”) of the European Parliament, published a “Draft Report”, consisting mainly of draft amendments (the “Proposed...more

US Special Purpose Vehicles’ Independent Directors and the Need for Fiduciary Duties

by Dechert LLP on

Essentially all securitization structures utilize a bankruptcy remote entity, a/k/a special purpose entity (“SPE”), to reduce the lenders’ or investors’ exposure to a bankruptcy of the sponsor. A standard feature of SPEs is...more

"Bad Boy" Guarantys

by Barley Snyder on

The term “bad boy” guaranty is used in certain circumstances to describe a guaranty to be provided – usually by an individual, not an entity – in connection with, most often, real estate financing. The original intent of...more

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