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On October 31, 2019, in a lease dispute related to credit card processing equipment, a California appellate court held that the parties’ choice of New York forum for dispute resolution was unenforceable due to the existence of a pre-dispute waiver of a non-waivable right guaranteed by the California constitution, statutes, and case law interpreting the

In this fall edition of our Structured Finance Bulletin, we discuss structuring and legal considerations for multi-jurisdiction trade receivables financing transactions as well as the latest innovations in CLO structures.

We also revisit the European Union securitization regulations and the application in the United Kingdom of the European Union securitization regulations following Brexit and describe the benefits of structuring lending arrangements as repurchase facilities.

Finally, we take a deep dive into the CFPB’s recent proposed debt collection rulemaking and discuss the Japanese risk retention rules and the SEC’s concept release regarding several exemptions from registration under the Securities Act of 1933.


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The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. Effective October 1, 2019, the filing fee rate will increase approximately 7.1 percent from the current rate of $121.20 per million dollars to $129.80 per million dollars for, among other things: (1) the registration of securities under the Securities Act of 1933; and (2) the repurchase of securities in going private transactions pursuant to Section 13(e) of the Securities Exchange Act of 1934 (Exchange Act).

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On August 8, 2019, the US Securities and Exchange Commission proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures (link).  The proposed changes are meant to update the rules to improve the readability of disclosures for investors while discouraging repetition and disclosure of information that

On March 15, 2019, the Japanese Financial Services Agency (the “JFSA”) published the final version of its amendment to the regulatory capital requirements relating to investments by certain types of Japanese financial institutions, including Japanese banks and bank holding companies, in securitizations. The amendment, which takes effect on March 31, 2019, adds to such regulatory capital requirements (i) a set of due diligence and information collection requirements for investments by covered Japanese financial institutions in securitizations and (ii) a risk retention rule for such investments. To provide guidance regarding these new regulatory requirements, the JFSA published, together with the final version of the amendment, a series of responses to selected comments that it received with respect to its initial proposal of these regulatory changes as well as a series of answers to frequently asked questions concerning the application of these regulatory changes. This Legal Update focuses on the risk retention rule portion of the amendment.
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