Dodd-Frank

Subscribe to Dodd-Frank via RSS

Befitting the holiday season the regulators recently decided to bestow upon us all the much anticipated (dreaded?) Volcker Rule. At 1100 pages of truly riveting reading material, Volcker has certainly given all of us plenty to wade through during these recent cold winter weeks and much to the surprise of the structured credit industry there were material provisions sprinkled throughout the 1100 pages that significantly affected the collateralized loan obligation market.
Continue Reading CLOs under the Volcker Rule: New Exemptions, New Issues, New Obligations – Part I

It’s the Christmas season and this week we got the Volcker Rule. How seasonably appropriate! Now, I get the whole Christmas trade. You’re good, you get toys; bad, coal in the stocking. But this is bad in a regifted, four-year-old fruit cake sort of way. My desk now groans under the 1100 pages of Volcker whilst I’m trying to gin up some Christmas cheer – it’s not fair. We at Dechert will be sending out a more thoughtful analysis of the Rule by way of Dechert OnPoints, with more to come as the digesting process continues.Continue Reading Santa-baby: Volcker in the Sack

Dow at 16,000, government up and running and the first Single-Family Rental deal now safely in investors’ hands – we are in pretty good shape. As is our tradition here at Crunchedcredit.com, we present to you our nod to the stories and happenings that struck us as amusing or important. (Or both). (Or neither).Continue Reading CrunchedCredit.com’s 4th Annual Golden Turkey Awards

Well, Halloween has come and gone and with the annual bacchanal of faux frisson over zombies, vampires and the like behind us, can we also put away risk retention anxieties like one of those annoying and morally disturbing Miley Cyrus costumes? Unfortunately not. The industry’s comments have all been neatly bundled and delivered to the multi-headed hydra which is the ad hoc joint rulemaking committee of the Office of the Comptroller of the Currency, HUD, the Board of Governors of the Federal Reserve System, the Federal Housing Finance Agency, the Securities Exchange Commission and the FDIC and the leading lights of the regulatory apparatchik are presumably cuddled up before the fireplace this holiday season with a glass of Bordeaux diligently reading comment letters.Continue Reading Risk Retention Follies – Part Deux

Section 926(1) of the Dodd-Frank Act required the Securities and Exchange Commission (“SEC”) to adopt rules that disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506 under Regulation D of the Securities Act of 1933 (“Securities Act”). New paragraph (d) of Rule 506 was adopted pursuant to the mandate of Section 926(1) and became effective on September 24, 2013. Under such new paragraph (d) (“Bad Actor Provisions”) the involvement of bad actors in a private offering could have the effect of disqualifying the offering from the safe harbor exemption from registration provided under Rule 506. As such the Bad Actor Provisions require issuers that intend to rely on the Rule 506 exemption to undertake additional diligence.

A CLO’s capital stack often includes a portion of subordinated notes that are offered for purchase to institutional accredited investors (“IAI”) and/or accredited investors (“AI”). These IAI and AI purchasers typically meet the requirements to be considered covered purchasers under Rule 506. Due to the fact that IAI and AI purchasers meet the scriptures of Rule 506, CLO market participants have raised questions as to whether the Bad Actor Provisions will require participants in a CLO transaction to undertake additional diligence and whether such additional diligence could negatively impact the market for CLO subordinated notes.Continue Reading The recently finalized “Bad Actor” rules and their applicability to CLO transactions

Out of the dimensionless emptiness of the information vacuum surrounding Dodd-Frank risk retention that enveloped us early this year, the word is now spreading, through what you might charitably describe as informal communications (leaks), that the joint regulatory committee responsible for the risk retention rules is about to re-propose something, perhaps as early as September.Continue Reading TO THE BARRICADES! (AGAIN)

At last count, we now have four separate risk retention regimes (maybe five) that we need (or will soon need) to deal with as we attempt to restructure any securitization.   They are, of course, all different. And let’s be crystal clear. This isn’t an issue for the distant future. Risk retention is here now and soon, much sooner than most think, it will become a front and center issue for all of us. We’ve written about skin in the game many times in the past (e.g., here, here and here), and I’m not going to re-litigate both the intellectual unsoundness of the notion and the negative impact on capital formation, but as we await developments, I thought it would be useful to compare and contrast the four variations on the theme and sound the heads up.  It’s time for us to focus. Continue Reading Why Does Everyone Want to Make Me Keep Thinking About Risk Retention

The FDIC’s new rules (promulgated per the requirements of the Dodd-Frank Act) for calculating deposit insurance assessments for insured depository institutions, including "large institutions" and "highly complex institutions," are set to become effective on April Fool’s Day, 2013. No kidding. As institutions of this type are active investors in CLOs, particularly the “AAA”-rated tranche of CLOs, there has been significant consternation among market participants on the immediate and long-term effect of such new rules.Continue Reading CLO Update: New FDIC Rules on “Higher Risk Securitizations”

While we’re on the topic of Dodd-Frank rules and regs that could have a significant impact on the securitization market, the SEC recently reported the findings of a study it conducted regarding assigned credit ratings for structured finance products – a report required under Section 939F of the Dodd-Frank Act that will subsequently lead to new rulemaking. Continue Reading Dechert OnPoint Details Recent SEC Report on Credit Ratings for Structured Finance Products