Securitisation Law and Practice

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 increasing pivotal in the current economic climate.

Contents:
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