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Offerings of Asset-Backed Securities, Fourth Edition by Reed D. Auerbach Morgan, Lewis & Bockius LLP ,Charles A. Sweet Offerings of Asset-Backed Securities, Fourth Edition by Reed D. Auerbach Morgan, Lewis & Bockius LLP ,Charles A. Sweet

Offerings of Asset-Backed Securities, Fourth Edition

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Offerings of Asset-Backed Securities, Fourth Edition, is a timely and authoritative guide through the myriad of rules and regulations governing the structuring, offer and sale of asset-backed securities, many of which were adopted in response to the financial crisis.  It was written not only for lawyers, but also for bankers, accountants, issuers, and other deal parties.

The Fourth Edition has been significantly revised and includes:

  • Updated and streamlined guidance throughout, with an emphasis on practical compliance advice for current laws and rules.
  • A new chapter introducing securitization concepts and structures.
  • A new chapter on the future of the regulation of securitization, including status reports on many outstanding regulatory efforts and proposals.
  • A new section dealing with issues affecting securitizations of marketplace loans.
  • A new chapter containing detailed analyses of both the U.S. and E.U. credit risk retention rules for securitizations.
  • A new chapter explaining the Uniform Commercial Code issues involved in securitizations.

Offerings of Asset-Backed Securities, Fourth Edition is the only practical, accessible, easy-to-use guide to the rules and issues associated with structuring and executing securitization transactions.

Note: Online subscriptions are for three-month periods.

Previous Edition: Offerings of Asset-Backed Securities, Third Edition, ISBN 9781454874201

Pages 1606
Last Updated 05/12/2021
Update Frequency Semi-annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781543803556
SKU 10065785-7777
Publish Frequency Semi-annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071672
Table of Contents

Introduction to the Fourth Edition

Publisher’s Note

Frequently Used Terms

Chapter 1 The Structure of Asset-Backed Securities and the Federal Regulatory Scheme

  • Introduction: Why Securitize?
  • Structuring a Securitization
  • A Short History of the Federal Regulatory Scheme for Securitizations

Chapter 2 The Key to Securitization: Isolating the Assets to Be Securitized from the Risk of an Insolvency Proceeding

  • Introduction
  • The Effect of the Bankruptcy Code on Creditors
  • “True Sale”: Exclusion of Securitized Assets from the Bankruptcy Estate
  • The Special Purpose Bankruptcy Remote Entity
  • Other Bankruptcy Concerns
  • Other Insolvency Regimes: Banks, Insurance Companies, and Covered Financial Companies
  • Security of Securitizations

Chapter 3 Registered Offerings of Asset-Backed Securities

  • Decoding Section 5
  • Registration Under Regulation AB
  • What Qualifies as an “Asset-BackedSecurity”Under Regulation AB?
  • The Depositor and the Issuer (and the Issuing Entity)
  • Eligibility for Registration of ABS
  • The Registration Process
  • Registering “Underlying Securities”
  • Issuer’s Review of the Pool Assets

Chapter 4 Investor Communications in a Public Offering

  • The Tension Between Full Disclosure and Limiting Investor Communications
  • Classification of Issuers Under the Federal Securities Laws
  • Communications with Investors During the Offering Process
  • Prospectus Delivery
  • Coping with the Internet

Chapter 5 Complying with the Disclosure Requirements for Asset-Backed Securities

  • The Disclosure Framework of Regulation AB
  • Responsibility for Third-PartyDisclosure
  • What Must Be Disclosed?
  • The FDIC Safe Harbor Rule—Substantive Conditions and Disclosure Requirements
  • Item 1105 of Regulation AB—Static Pool Data
  • More Detail on the Cover and in the Summary
  • Emphasis on Specifics in Risk Factors
  • “Plain English” and “Clear and Concise” Disclosure
  • Tips for Drafting Clear Disclosure

Chapter 6 Periodic Reporting Under the Securities Exchange Act

  • The Periodic Reporting Scheme for Asset-Backed Securities
  • Certain Issues for ABS Issuers Under the Exchange Act
  • Distribution Reports on Form 10-D
  • Current Reports on Form 8-K
  • Annual Reports on Form 10-K
  • Demands for Repurchase or Replacement of Defective Pool Assets
  • Third-Party Due Diligence Reports
  • Resecuritizations and Repackagings
  • Rule 12b-25
  • Selective Disclosure: Regulation FD
  • Preparing to Comply with the Reporting Requirements
  • Liability for Exchange Act Reports: Consequences of Failure to File
  • Suspension of Reporting Obligations by ABS Issuers

Chapter 7 Exempt Transactions and Exempt Securities

  • Why Choose a Private Placement of ABS Rather Than a Registered Public Offering?
  • Private Placements and Resales
  • Regulation S Safe Harbor for Unregistered Offerings and Sales Outside the United States
  • Exempt Securities
  • SEC Filing Requirements Applicable to Exempt Offerings and Securities

Chapter 8 Liabilities and Defenses Under the Federal Securities Laws

  • Keeping Your Eye on the Ball
  • Sources of Civil Liability Under Federal Law
  • Controlling Persons
  • Materiality: Safe Harbors
  • Availability of Defenses: Interpreting the Cases
  • Diligence in Offerings of Asset-Backed Securities
  • Disclaimers of Reliance and “Big Boy” Letters

Chapter 9 Credit Risk Retention

  • The Need for “Skin in the Game”
  • U.S. Credit Risk Retention
  • EU Risk Retention
  • The Challenges of Complying with Both U.S. and EU Risk Retention

Chapter 10 The Investment Company Act and the Volcker Rule

  • Why Are the Investment Company Act and the Volcker Rule Relevant to Securitizations?
  • The Investment Company Act
  • The Volcker Rule

Chapter 11 Federal Income Tax Considerations in Securitization Transactions

  • Three Basic Tax Issues
  • Grantor Trusts
  • Trusts That Issue Debt
  • REMICs
  • Taxable Mortgage Pools
  • FASITs
  • Offshore Issuers
  • Distressed Mortgage Loan Funds

Chapter 12 ERISA Considerations in Securitization Transactions

  • The Importance of ERISA Regulation to Issuers of Asset-Backed Securities
  • Performing an ERISA Analysis of ABS Debt Offerings
  • Plan Asset Regulations or Statutory Exceptions
  • Administrative Exemptions for ABS Equity Securities
  • Performing an ERISA Analysis of ABS Certificate Offerings

Chapter 13 Accounting Considerations

  • Introduction
  • ASC 860 and ASC 810
  • Who Has to Consolidate the Special-Purpose Entity?
  • Determining Whether a Securitization Meets Sale Criteria
  • Opinion Letters
  • Consolidation Principles Illustrated

Chapter 14 Attachment, Perfection and Priority of Security Interests in Financial Assets

  • Application of the UCC to Securitizations
  • Attachment of Security Interests
  • Perfection and Priority
  • Mechanics of Perfection

Chapter 15 Special Issues for Banks and Thrifts

  • Introduction
  • The Risk-Based Capital Framework
  • Risk Management Issues

Chapter 16 Issues in Securitization of Particular Asset Types

  • Introduction
  • Mortgage Loans
  • Home Equity Lines of Credit
  • Reverse Mortgage Loans
  • Manufactured Housing Contracts
  • Commercial Mortgage Loans
  • Motor Vehicle Loans
  • Boat Loans
  • Credit Card Receivables
  • Student Loans
  • Marketplace Lending
  • ABS and Other Securities

Chapter 17 Various Legal Issues to Consider in Securitizations

  • Introduction
  • Legal Investment: Restrictions on Investment by Regulated Institutions
  • Derivatives
  • The Trust Indenture Act
  • Blue Sky Laws
  • FINRA Regulations
  • The Servicemembers Civil Relief Act
  • The Military Lending Act
  • The Hart-Scott-Rodino Act
  • Securities Laws of Foreign Jurisdictions
  • The NRSRO Website

Chapter 18 The Future of the Regulation of Securitization

  • A Pause in Federal Regulatory Activity
  • Potential Changes to Regulation AB
  • Potential Changes to Credit Risk Retention Rules
  • Potential Changes to Investment Company Act Exemptions
  • Potential Changes to the Volcker Rule
  • Conflict of Interest Rule

Appendix 1: Securitization Issues Checklist

Appendix 2: Disclosure Compliance Checklist

Appendix 3: Sample Due Diligence Procedures and Questions

Appendix 3A: Sample Procedures and Questions for Initial Diligence

Appendix 3B: Sample Procedures and Questions for Periodic Diligence Update

Appendix 4: Summary of Certain Reporting Obligations

Table of Cases


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