Page 16 - 期货和衍生品行业监管动态（2023年1月）

期货和衍生品行业监管动态

Dodd-Frank Act. The rule is intended to prevent the sale of asset-backed securities
(ABS) that are tainted by material conflicts of interest. Specifically, the rule would

prohibit securitization participants from engaging in certain transactions that could

incentivize a securitization participant to structure an ABS in a way that would put the

securitization participant's interests ahead of those of ABS investors.

If adopted, new Securities Act Rule 192 would prohibit an underwriter,

placement agent, initial purchaser, or sponsor of an ABS, including affiliates or

subsidiaries of those entities, from engaging, directly or indirectly, in any transaction

that would involve or result in any material conflict of interest between the

securitization participant and an investor in such ABS. Under the proposed rule, such

transactions would be “conflicted transactions.” They include, for example, a short

sale of the ABS or the purchase of a credit default swap or other credit derivative that

entitles the securitization participant to receive payments upon the occurrence of
specified credit events in respect of the ABS.

The proposed rule would provide certain exceptions for risk-mitigating hedging

activities, bona fide market-making activities, and certain commitments by a

securitization participant to provide liquidity for the relevant ABS. The proposed

exceptions would focus on distinguishing the characteristics of such activities from

speculative trading. The proposed exceptions would also seek to avoid disrupting

current liquidity commitment, market-making, and balance sheet management

activities.

https://www.sec.gov/news/press-release/2023-17

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