Regulation AB II & Regulation AB
Regulation AB, issued by the SEC in 2005, addresses the offering, disclosure and reporting process for asset-backed securities. In 2010, the SEC released a series of proposed revisions to Regulation AB, known as Reg AB II, to address perceived weaknesses revealed by the financial crisis. In 2011, the SEC re-proposed elements of its 2010 Reg AB II proposal, in light of industry developments and the passage of the Dodd-Frank Act.
ASF Comments and Resources
Regulatory Materials and Other Resources
The Reg AB II re-proposal contained proposals concerning the timing of filing of transaction documents.
ASF has produced several market standards and practices guides to assist members in compliance with Items of Regulation AB.
The Reg AB II re-proposal contained a proposal to amend SEC Rule 312 to allow issuers to make filings on EDGAR of static pool information required by Item 1105 of Regulation AB in Portable Document Format (PDF).
The Reg AB II proposal and re-proposal contained provisions that would require enhance data requirements such as loan- and/or group-level data disclosure and reporting for various asset classes. As the cost and importance of specific-level disclosure and reporting varies depending on asset class, ASF has provided several comment letter to address these issues.
The Reg AB II re-proposal requested additional comment relating to “structured finance products” being sold in reliance on Rule 144A or Regulation D, so-called private placements.
The Reg AB II re-proposal contained proposed rules relating to shelf eligibility for asset-backed securities, including the certification of an executive officer of the depositor, the appointment of a credit risk manager to review underlying assets, and provisions for investor communication.