Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions. In general, Final Rule 192 prohibits a “securitization participant” with respect to an “asset-backed security” (“ABS”) from directly or indirectly engaging in any “conflicted transaction” during the applicable prohibition period.
Compliance with Final Rule 192 is required with respect to any ABS the first closing of the sale of which occurs 18 months after Final Rule 192’s date of publication in the Federal Register.
In general, Final Rule 192 is a significant improvement over the proposed rule in both clarity and scope. But some ambiguities and compliance challenges remain. For securitization participants now working to reach consensus on reasonable interpretations of the final rule and to design and implement compliance programs, this white paper provides background and further detail (including a markup of how the proposed rule has been changed).