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Regulation AB / Regulation AB II

In December 2004, the SEC adopted its first comprehensive body of regulations relating to asset-backed securities (ABS), referred to as "Regulation AB." The regulations covered four major areas — registration, disclosure, communication practices, and periodic reporting - and took effect on January 1, 2006.

In December 2005 and August 2006, the SEC staff issued interpretations of various provisions of Regulation AB and related rules. This series of interpretations can be found in the staff's Regulation AB Compliance and Disclosure Interpretations.

In August 2014, the SEC adopted final rules under Regulation AB that substantially revise the offering process, disclosure and reporting requirements for offerings of ABS. More than four years after the SEC originally published its comprehensive "Regulation AB II" rule proposals, and after two partial re-proposals in 2011 and 2014, the final rules implement several key areas of reform but defer action on other significant aspects of the original proposals.

Key reforms adopted in August 2014 include:

The SEC has adopted provisions for a 12-month transition period for all new rules, except those relating to asset-level disclosure, and a 24-month transition period for new rules relating to asset-level disclosure. In each case, the transition period begins to run from the effective date for the new rules, which is 60 days after publication in the Federal Register.

The SEC deferred action on several significant aspects of its earlier Regulation AB II rule proposals, including:

It is unclear whether or when the SEC will take action on these aspects of the rule proposals.

Regulatory Materials

Final Rules: 

Proposed Rules:

Related Materials:

SEC Staff Guidance: