On July 31, 2024, the US Securities and Exchange Commission (SEC) staff in the Division of Corporation Finance posted three new Compliance and Disclosure Interpretations (C&DIs) related to the rules and forms adopted under Regulation AB, the Securities Act, and the Exchange Act with respect to asset-backed securities. C&DIs provide guidance to those who must
Stuart M. Litwin
SEC Adopts Conflict of Interest Rule for Asset-Backed Securities
The authors of our recent Legal Update provide an overview of the SEC’s recently adopted rule, which prohibits conflicts of interest in certain securitizations as required under the Dodd-Frank Act. Although not perfect, the final rule is a significant improvement over the proposal. However, all securitization participants will need to assess their securitization programs and…
Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)
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. In general, Final Rule 192 prohibits a “securitization participant” with respect to an “asset-backed security” (“ABS”) from directly or indirectly engaging in any “conflicted transaction” during the applicable…
White Paper: The Final Stretch: Securitization in the US Under the Proposed Basel III Endgame Rules
On July 27, 2023, the US banking regulators issued a proposal to significantly revise the risk-based capital requirements applicable to large banks and to banks with significant trading activity. The proposal, which is colloquially referred to as “Basel III Endgame” or “Basel IV,” includes important changes to the calculation of credit risk weights for securitization…
A Road Not Taken: Where the US Capital Proposal Differs From Basel
On July 27, 2023, US federal banking regulators issued proposals to significantly revise the risk-based regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and change the method for calculating the capital surcharge for global systemically important banking organizations (“G-SIBs”). These proposals are of critical importance because the amount of…
Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators
On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the risk-based regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii) change the method for calculating the capital surcharge for globally systemically important banking organizations (“G-SIBs”) (the “G-SIB Surcharge Proposal”). These proposals are of…
SEC Re-Proposes Conflict of Interest Rule for Asset Backed Securities
The Securities and Exchange Commission (“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 implementing that section’s prohibition against a securitization participant’s entering into a transaction that would involve or result in a material conflict of…