The American Securitization Forum hopes to help issuers get up to speed on the implementation of the Securities & Exchange Commission's Regulation AB, the first rule tailored specifically for the ABS market, according to Michael Mitchell, partner with Orrick, Herrington & Sutcliffe who will moderate a five member panel on the new regulation at the ASF's Annual Meeting in New York on June 9.
Mitchell, a former special counsel with the SEC, will be joined by Max Webb, assistant director with the SEC's Division of Corporation Finance, and officials from JPMorgan Chase, American Honda Finance, Deutsche Bank Trust Company and PNC Capital Markets. According to Mitchell, the panel will discuss implementation issues related to Reg AB in order to bring issuers up to date and share emerging best practices as the clock for the rule's implementation winds down. Most of the rules provisions go into full effect on Jan 1, 2006.
One of the issues being considered for discussion by the panel is the rule's materiality standard, which governs what static pool data must be disclosed prior to an offering. Another potential topic is the disclosure of information regarding unaffiliated transaction parties. Mitchell said the panel may discuss how issuers are obtaining third party information and the diligence completed on that information. Mitchell said the panel would identify the steps issuers are taking or considering taking to deal with such disclosures.
Another main topic Mitchell is considering for the panel discussion is the application of disclosure regulations for situations where there is no specific guidance. For instance, should information needed to satisfy the requirements rest with third party servicers, there is little guidance on how to obtain and assemble that data into a prospectus.
Separately, the ASF's Reg AB Implemen-tation Task Force, formed in March, has been working with issuers and banks to develop a series of interpretive questions the group plans to present to the SEC within the next month. The task force hopes to get specific guidance from the SEC on the five or six most pressing questions from around the industry. Mitchell said no specific questions have been decided upon at this point, and did not want to speculate as to which ones would be chosen.
In the past two weeks, the task force also split its Servicer/Trustee committee into two separate groups. Now, the Servicer committee is a stand-alone group, and the Trustee committee has teamed with a similarly focused group from the American Bankers Association. The joint ASF/ABA committee will have its first meeting within roughly ten days, said Mitchell.
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