Securitisation law : EU and US disclosure regulations



Securitisation law : EU and US disclosure regulations

Joseph Tanega ; [consulting editor], Edmond Curtin

LexisNexis, 2009

大学図書館所蔵 件 / 2



Includes index



Securitisation Law: EU and US Disclosure Regulations sets out the relevant regulations governing asset backed securities in the US and the EU. It provides the most up-to-date commentary and checklists alongside practical aids such as flow charts relating to disclosure regulations of asset backed securities governed by the EU prospectus directive and prospectus regulation, and the US Regulation AB. The book also contains a discussion on the latest case law (including case studies) and critical legal issues. One of the unique features of this book is its international scope. It is intended to meet the demand of international practitioners, and also to set out a comparative methodology that will allow practitioners to decide regulatory compliance issues relating to a particular jurisdiction and to help determine whether a particular approach is sufficiently credible against comparative benchmarks, which is increasingly pivotal in the current economic climate.


  • 1. Definition of Asset-backed Securities
  • Introduction: US Term Asset-backed Securities Loan Fund (TALF)
  • Public-private Investment Program (PPIP)
  • Formal definition of asset-backed securities
  • US Regulation AB 1101(c)(1) through (c)(3)
  • Security
  • Depositor as passive owner
  • Issuing entity
  • Non-performing assets 1101(g)
  • Measurement date
  • Residual value of physical property
  • Master trusts
  • Prefunding periods
  • Revolving periods
  • Delinquent asset - 1101(d)
  • Treatment of non-performing and delinquent assets
  • Residual value thresholds
  • 2. EU Asset backed Securities
  • Advice to compliance practitioners
  • US Law in EU Law
  • Legislative history of Prospectus Directive and Prospectus Regulation
  • EU Definition of asset backed securities
  • PR Article 2(5)(a) and (b)
  • Scope of rights and obligations
  • Traditional versus synthetic securitisations
  • Issuer discretion
  • Building blocks of prospectus disclosures
  • Appropriate information requirement
  • Summary
  • Risk factors
  • 3. EU ABS Prospectus Disclosures
  • Appropriate information
  • Annex VII - ABS Registration Document
  • Annex VIII - ABS Securities Note
  • Annex XIII - Securities Note for Debt Securities more than EUR 50000
  • Annex XII - Securities Note for Derivative Securities
  • Annex V - Securities Note for Debt Securities less than EUR 50000
  • Annex VI - Guarantees
  • Annual Information Document
  • 4. US ABS Risk Symmetric Disclosures
  • Policies: competition, promotion of efficiency and capital formation
  • Transaction parties
  • Transaction agreements
  • Shelf registration
  • Foreign ABS
  • On-going reporting
  • Form 8-K
  • Form 10-D
  • Comparison to EU approach
  • 5. Summary and Risks of ABS Transaction under US and EU Law
  • Why prospectuses are important
  • Summary and risk factors under EU
  • Summary and risk factors under US Regulation
  • Case examples
  • Ratings
  • Withholding Tax
  • Selling restrictions
  • Limited recourse
  • Non-petition
  • Risk factors
  • Attempted disavowals
  • Risks related to issuer
  • Risks related to notes
  • Risks related to assets
  • Risks related to counterparties
  • Risks related to markets
  • 6. ABS Transaction Structure under US and EU Law
  • Formal and substantive complexity
  • EU Structure of Transaction PR Annex VIII, 3.1
  • US Regulation 1113
  • Distribution frequency and cash maintenance
  • Fees and expenses
  • Excess cash flow
  • Master trusts
  • Optional or mandatory redemption or termination
  • Prepayment, maturity and yield
  • Flow of funds example
  • Sources of funds for distributions
  • Priority of distributions
  • Subordination risk
  • Payment priorities risk
  • Reserve fund risk
  • Prepayments, losses and priority of distribution risks
  • Control and conflicts risks
  • 7. Servicing Disclosures under US and EU Law
  • EU post-issuance reporting
  • US ongoing reporting
  • Regulation AB 1108 - Purpose and Policies of Servicer Disclosure
  • Mechanics of servicer disclosure
  • Multiple servicers
  • Servicing agreements and practices
  • Advances of funds
  • Collection accounts
  • Custodial responsibility
  • Limitations on servicer's liability
  • Backup servicing
  • Compliance with servicing criteria Regulation AB 1122
  • Registered public accounting firm attestation reports
  • Cash collection and administration
  • Pool asset administration
  • Funds held in trust
  • Loss, mitigation and recovery
  • External enhancement and other support
  • Servicer Compliance Statement Regulation AB 1123

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