SEC Proposals on ABS: Representations and Warranties, Part I

The SEC has indentified, as a significant contributing factor to the RMBS collapse, the paucity of adequate information which would have allowed investors to make informed investment decisions and the resulting overreliance upon ratings. In a previous piece, we touched upon the SEC's proposal to require significant asset level disclosure in shelf offerings. Today we will consider a further proposal which the SEC believes to be "an appropriate partial substitute for the investment grade ratings requirement."

In the aftermath of the RMBS collapse, disgruntled investors attempted to probe the degree to which securitizers may have failed to comply with their representations and warranties relating to the assets in the pool and, more specifically, compliance with underwriting policies. The investors suspected that there must have been widespread breaches of the representations and warranties but in some cases they were frustrated by what they perceived to be