Conflicts of Interest in Asset-Backed Securitization: An Analysis of Proposed Rule 192

On January 25, 2023, the SEC issued proposed Rule 192 (Conflicts of Interest Relating to Certain Securitizations). Proposed Rule 192 would implement the Dodd-Frank Act’s prohibition of material conflicts of interest between securitization participants and investors. This article reviews Proposed Rule 192 and discusses some of the concerns and suggestions expressed by market participants in their comment letters. While the timing of the SEC’s next step is uncertain, a final rule (or a re-proposed rule) could be forthcoming before the end of 2023.