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ARTICLE · 08 MARCH 2023

Significant Concerns About Credit Risk Transfers (CRTs) Under SEC Proposed Rule 192

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On January 25, 2023, the US Securities and Exchange Commission ("SEC") proposed Rule 192, which prohibits securitization participants from engaging in any transaction that would involve or result in a material conflict...

United StatesFinance and Banking
Julie A. Gillespie
Julie A. Gillespie
Christopher Horn
Christopher Horn
Stuart Litwin
Stuart Litwin
Michelle M. Stasny
Michelle M. Stasny
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(Prohibition Against Conflicts of Interest in Certain Securitizations)

On January 25, 2023, the US Securities and Exchange Commission ("SEC") proposed Rule 192, which prohibits securitization participants from engaging in any transaction that would involve or result in a material conflict of interest with investors.1 Although not evident from the text of proposed Rule 192 itself, the SEC's commentary in the proposing release2 (the "Proposing Release") raises significant concerns about whether SPE CRT Transactions (as defined below) are "conflicted transactions" under the rule.3

Proposed Rule 192 is likely to have broad coverage. Among many other things:

  • Proposed Rule 192 applies not only to "asset backed securities" as defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (the "Exchange Act") but also to synthetic asset-backed securities4 (a term not separately defined by either proposed Rule 192 or the Exchange Act); and

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