Ongoing Reporting by Issuers of Asset-Backed Securities: SEC Proposes Rules under Dodd-Frank Section 942(a) Providing for Suspension or Termination of Reporting Obligations of Issuers of Asset-Backed Securities

Sullivan & Cromwell LLP - January 19, 2011

Section 942(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act eliminated the automatic suspension of the duty to file under Section 15(d) of the Securities Exchange Act of 1934 for issuers of asset-backed securities (“ABS”), but granted the SEC the authority to issue rules providing for the suspension or termination of such duty. On January 6, 2011, the SEC proposed a new rule to suspend the reporting obligations with respect to a given class of ABS for any fiscal year (other than the fiscal year within which the registration statement became effective) if, at the beginning of the fiscal year, there are no longer securities of that class that were sold in a registered transaction held by non-affiliates of the depositor. The SEC also proposed some technical amendments to update its existing rules in light of the amendment to Section 15(d) of the Exchange Act. The SEC has requested that comments on the proposal be submitted not later than February 7, 2011.