SEC Issues Final Rules In Connection With Exchange Act Reporting For ABS Issuers

The Securities and Exchange Commission (the "SEC") on August 17 promulgated final rules (the "Rules") regarding an asset-backed securities ("ABS") issuer's duty to file reports under the Securities Exchange Act of 1934 (the "Exchange Act"). The Rules were published in the Federal Register on August 23 and become effective on September 22.¹

The Rules specify that the duty to file periodic reports under the Exchange Act will be suspended if all outstanding ABS are held by affiliates of the depositor or if no ABS are outstanding. The filing of the certification on Form 15 is also now a condition to the suspension of the reporting obligation.²

Certain ABS issuers file various Exchange Act reports including Forms 10-D, 10-K and 8-K. Before the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"),³ the obligation to file such Exchange Act reports was automatically suspended for any fiscal year after the year in which