Proposed Dodd-Frank Section 943 Rules: SEC Proposes Disclosure Requirements Regarding Representations and Warranties in Asset-Backed Securities Offerings

Sullivan & Cromwell LLP - October 13, 2010

On October 4, 2010, the Securities and Exchange Commission proposed rules pursuant to Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules would require all securitizers to disclose fulfilled and unfulfilled repurchase requests across all securitization transactions, whether or not those transactions were registered under the Securities Act of 1933. The proposed rules would also require NRSROs to include information regarding representations, warranties and enforcement mechanisms available to investors in an ABS offering in any report accompanying a credit rating issued in connection with such offerings. Finally, the SEC is re-proposing the disclosure requirements with respect to repurchase requests in Regulation AB in order to conform the disclosures to those required by Section 943 of the Dodd-Frank Act.