SEC Adopts Regulation AB II

This morning the Securities and Exchange Commission in an open meeting voted to adopt long-awaited final rules (the "Final Rules") implementing a series of changes to the registration and offering process for asset-backed securities ("ABS") and expanded disclosure and reporting under the SEC's Regulation AB.  The package of rules, which is commonly referred to as "Regulation AB II", was first proposed by the SEC on April 7, 2010 and certain elements were reproposed on July 26, 2011 (the "Reproposed Rules").

The following is a summary of the highlights of the Final Rules, as described by SEC staff at the open meeting:

• Loan level disclosures are mandated, at issuance and on an ongoing basis, for ABS backed by residential mortgages, commercial mortgages, auto loans, auto leases and debt securities, as well as resecuritizations of ABS backed by those assets.   Some fields have been modified to address privacy concerns about possible identification of borrowers.  Loan