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SEC Adopts Revisions to Regulation AB

August 27, 2014

At an open meeting this morning, the SEC unanimously adopted final rules under Regulation AB that substantially revise the offering process, disclosure, and reporting requirements for registered offerings of asset-backed securities (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 adopted today implement several key areas of reform but defer action on other significant aspects of the original proposals.

Key Reforms Adopted Today

Key reforms adopted today include:  

Action Deferred on Other Proposed Rules

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

Regarding the transition period, the final rules will become effective 60 days after publication in the Federal Register. Issuers must comply with the new rules, forms, and disclosures (other than asset-level disclosure requirements) no later than one year after the final rules are published in the Federal Register. Offerings of ABS backed by residential and commercial mortgages, auto loans and leases, debt securities, and resecuritizations must comply with the asset-level disclosure requirements no later than 2 years after the final rules are published in the Federal Register.

This overview is based on the remarks of the SEC Commissioners and staff at this morning's open meeting. We will provide further information and analysis upon further review of the adopting release and the final rules.

For a copy of the adopting release, click here.

For a copy of the SEC's press release (including a Fact Sheet) regarding the final rules, click here.