On September 26, 2025, the Securities and Exchange Commission published a concept release requesting comments on whether to amend the asset-level disclosure requirements for residential mortgage-backed securities (RMBS) in Item 1125 of Regulation AB. The release solicits comments on whether to revise the definition of “asset-backed security” and/or other definitions in Item 1101 of Regulation AB. 
Structured Finance
Sustainable Commercial Paper: Short-Term Paper, Long-Term Impact
Over the past few years, we have seen growing interest in Commercial Paper (CP) programmes with a sustainable focus.
Traditionally used by corporations, financial institutions, sovereigns, and other issuers for short-term liquidity needs, CP is now being adapted to align with environmental, social, and governance (ESG) objectives.
The International Capital Market Association (ICMA) has recognised…
What to Expect in 2025 – Structured Finance
- US Government Policy Updates and Geopolitical Risks
- Consumer, Insurance Bank and other Regulatory
Be Prepared for “EDGAR Next” Changes So You Aren’t Locked Out of EDGAR Right Before a Filing Deadline
The US Securities and Exchange Commission (SEC) has adopted amendments that will change the way filers access and manage their accounts on EDGAR (changes collectively referred to as “EDGAR Next” by the SEC). Among other things, EDGAR Next will phase out and ultimately eliminate the EDGAR access codes that filers (and financial printers and other…
SIFMA Fact Book—Capital Markets Activity
Last week, SIFMA released its annual Capital Markets Fact Book, which reports comprehensive data on capital markets activity generally. The U.S. equity markets represent 42.6% of the $115 trillion global equity markets, with the second largest market, the EU, accounting for 11%. U.S. ECM activity saw an increase of 39.9% year-over-year, with $139.1 billion raised…
SEC Staff Posts New Guidance for Asset-Backed Securities
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…
What to Expect in 2024 – Structured Finance
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…
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 Adopts Final Rules Removing Credit Ratings References from Regulation M
On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative measures of creditworthiness and impose related record-keeping obligations on broker-dealers. The SEC had previously proposed amendments to Regulation M (the “Proposed Rules”)…

