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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…

The Securities and Exchange Commission (the “Commission”) published proposed Rule 192 (Conflicts of Interest Relating to Certain Securitizations) on January 25, 2023 and closed the public comment period on March 27, 2023. After several months of review and discussions with industry trade groups, the Commission appears ready to publish a final rule in the near…

Utah has followed California and New York by enacting its own Truth in Lending-like commercial financing disclosure law, but with an additional twist—Utah’s new law has a registration requirement. On March 24, Utah Governor Spencer Cox signed SB 183 into law, with an effective date of January 1, 2023. We discuss how this new law…

The New York Department of Financial Services (NYDFS) has issued “pre-proposed” rules under New York’s commercial financing disclosure law that was enacted at the end of 2020.  The pre-proposed rules are 45 pages in length and were posted on the NYDFS website on September 21. Comments on the pre-proposed outreach rules are due by October 1. There will be a longer comment period once a proposed rule is published in the State Register. The NYDFS is aiming to finalize the rules before the law takes effect on January 1, 2022.
Continue Reading NYDFS Issues Pre-Proposed Rules to Implement New Commercial Financing Disclosure Law

On 3 September 2020, two regulations were published regarding the detailed disclosure requirements under the Securitisation Regulation (the “Disclosure Technical Standards“). These consist of regulatory technical standards concerning the information and the details of a securitisation to be made available (the “Disclosure RTS“), and implementing technical standards with regard to the…

The European Banking Authority (the “EBA”) has recently published its report on the feasibility of a framework for simple, transparent and standardised (“STS”) synthetic securitisations (the “EBA Report”). The EBA Report follows a discussion paper published by the EBA on 24 September 2019 (the “EBA Discussion Paper”).…

The Securitisation Regulation has now been in effect for over fifteen months. However, the market is still awaiting the finalisation and adoption of much of the delegated legislation which is required in order to interpret and ensure compliance with the Securitisation Regulation.  In this Legal Update, we consider the current status of the various pieces …

Yesterday, the Federal Reserve announced additional actions to support the U.S. economy, which included expanding its Term Asset-Backed Securities Loan Facility (“TALF 2020”) to include legacy commercial mortgage-backed securities (CMBS).  According to the updated term sheet that accompanied the Federal Reserve’s April 9, 2020 announcement, eligible collateral for the TALF 2020 program will now include…

On March 23, 2020, the Federal Reserve Bank of New York (“FRBNY”) established the Term Asset-Backed Securities Loan Facility (“TALF 2.0 Program”) to support the flow of credit to consumers and businesses. The FRBNY expects that the TALF 2.0 Program will enable the issuance of asset-backed securities (“ABS”) backed by underlying credit exposures in specified…