On 27 March 2023 both SIFMA and AFME submitted letters of comment to the US Securities and Exchange Commission (the SEC) responding to the SEC’s Release No. 33-11151 proposing new Rule 192 (Rule 192), seeking to implement a prohibition as required by Section 27B of the Securities Act of 1933 (as inserted in that Act by Section 621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act). The SIFMA letter contains the bulk of the substantive comments and runs to 76 pages. The AFME letter is considerably shorter at 16 pages, but it does raise some issues of significant concern for UK and EU securitisation participants.
This Briefing note does not aim to set out a complete analysis of all aspects of Rule 192. Rather, we would like to bring to our readers’ attention certain aspects of Rule 192 that might, if it is not modified prior to being adopted, cause significant effects on the UK and EU securitisation markets.