Elizabeth J. Elias

Senior Associate

New York

eelias@orrick.com

Read full biography at www.orrick.com

Elizabeth Elias, a Senior Associate in Orrick’s New York office, represents issuers and investors in bespoke, esoteric asset-backed securities transactions in both the 4(a)(2) and Rule 144A markets.

She has extensive experience in the securitization of commercial PACE liens, music, TV and other intellectual property rights, whole businesses, diamond receivables, litigation settlement awards, and PDP oil & gas wellbore interests.

Elizabeth’s experience further extends to representation of a variety of market participants, including sponsors, issuers, underwriters and service providers, in public and private offerings of commercial mortgage-backed securities.

Posts by: Elizabeth J. Elias

CFTC’s Division of Market Oversight Extends Time-Limited No-Action Relief for SEFs from Certain Block Trade Requirements

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On November 14, 2017, the U.S. Commodity Futures Trading Commission’s Division (“CFTC“) of Market Oversight extended time-limited no-action relief to swap execution facilities (“SEFs“) from certain requirements under the definition of “block trade” in CFTC regulation 43.2.  The time-limited relief to SEFs is extended until November 15, 2020. The extension will, among other things, provide the Division of Market Oversight more time to review and evaluate SEF trading practices and functionalities for pre-execution credit checks. To read the full press release, click here.

CFPB Proposes to Provide Flexibility in Collecting Information

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On March 24, 2017, the Consumer Financial Protection Bureau (“CFPB“) released a proposal to amend Equal Credit Opportunity Act regulations. The proposal would provide flexibility for lenders in collecting information about mortgage applicants’ ethnicity, race and sex. The CFPB’s proposal is meant to provide clarity to mortgage lenders regarding their obligations under the law and to promote compliance with rules intended to ensure that consumers are treated fairly. The proposal is open for public comment for 30 days after its publication in the Federal Register. Press Release. Proposal.

Rating Agency Developments

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On March 29, 2017, Moody’s published its approach to assessing credit risk for multilateral development banks and other supranational entities. Report.

On March 28, 2017, DBRS published its methodology for rating Canadian ABCP and related enhancement features. Report.

On March 28, 2017, Fitch published its U.K. income-contingent student loans rating criteria. Report.

On March 28, 2017, Fitch published an update to its rating criteria for trust preferred collateralized debt obligations (TruPS CDOs). Release.

On March 28, 2017, KBRA published its U.S. consumer loan ABS rating methodology. Report.

On March 24, 2017, DBRS published its methodology for rating companies in the forest products industry. Report.

On March 24, 2017, DBRS published its methodology for rating companies in the radio broadcasting industry. Report.

On March 24, 2017, DBRS published its methodology for rating companies in the television broadcasting industry. Report.

On March 24, 2017, DBRS published its methodology for rating companies in the printing industry. Report.

On March 24, 2017, DBRS published its methodology for rating companies in the publishing industry. Report.

On March 24, 2017, Moody’s published an update to its local currency country risk ceiling for bonds and other local currency obligations. Report.

On March 23, 2017, DBRS published its North American CMBS multi-borrower rating methodology. Report.

On March 23, 2017, Fitch published an update to its criteria for estimating losses on U.S. mortgage pools for RMBS transactions. Report.

House Committee on Financial Services Comments on OCC Fintech Charter

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All 34 Republican members of the Financial Services Committee of the U.S. House of Representatives, including Chairman Jeb Hensarling (Tex. – R) and Vice Chairman Patrick McHenry (N.C. – R), in a letter dated March 10, 2017, to Comptroller of the Currency Thomas Curry, urged the Office of the Comptroller of the Currency (“OCC“) not to “rush” the decision to create special purpose national bank charters for fintech companies without giving stakeholders the opportunity to see the details of the prospective charter and the opportunity to comment, and also without giving the incoming Comptroller the opportunity to assess the charter after Comptroller Curry’s term expires in April 2017. The letter advises Comptroller Curry that if such opportunities for review, comment and assessment are not provided, “Congress will examine the OCC’s actions and, if appropriate, overturn them.” A number of banks, community bank organizations and others previously provided comments to the OCC urging the OCC to assure that there will be a level playing field for newly chartered fintech banks and existing banks.

Final Rule Revising the Capital Plan and Stress Test Rules

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On January 31, 2017, the Federal Reserve Board (the “Board“) adopted a final rule that revises the capital plan and stress test rules for (i) bank holding companies with $50 billion or more in total consolidated assets and (ii) U.S. intermediate holding companies of foreign banking organizations. Under the final rule, large and noncomplex firms are no longer subject to the qualitative assessment of the Board’s Comprehensive Capital Analysis and Review (“CCAR“). However, large and noncomplex firms will remain subject to their capital requirements as part of CCAR’s quantitative assessment and will still be subject to regular supervisory assessments examining their capital planning processes. Press Release. Final Rule.

The OCC Publishes Final Rule Adjusting Civil Money Penalties for Inflation

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On January 27, 2017, the Office of the Comptroller of the Currency (the “OCC“) published a final rule amending its rules of practice and procedure for national banks and in adjudicatory proceedings for federal savings associations. The final rule adjusts the maximum amount of each civil money penalty within the OCC’s jurisdiction to account for inflation. The effective date of the final rule is January 27, 2017, and the adjusted maximum amounts apply to penalties assessed after January 15, 2017 for violations occurring on or after November 2, 2015. Press Release. Final Rule.

Rating Agency Developments

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On January 31, 2017, Moody’s updated its U.S. RMBS surveillance methodology. Report.

On January 31, 2017, Moody’s updated its rating methodology for rated issuers in the telecommunications service provider industry globally. Report.

On January 27, 2017, Moody’s revised its approach to assessing credit risk for companies in the soft beverage industry globally. Report.

On January 27, 2017, S&P released an advance notice of proposed criteria changes for rating U.S. residential mortgage-backed securities (RMBS). Report.

Prohibition on Dealing or Investing in Industrial or Commercial Metals

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On January 3, 2017, the Office of the Comptroller of the Currency (the “OCC“) finalized a rule that prohibits national banks and federal savings associations from dealing or investing in industrial or commercial metals. An “industrial or commercial metal” is “a metal (or alloy), including copper, in a form primarily suited to industrial or commercial use.” Examples of metals and alloys considered to be “industrial or commercial metals” include copper cathodes, aluminum T-bars and gold jewelry. The rule becomes effective on April 1, 2017, and includes a divestiture period requiring national banks and federal savings associations to dispose of industrial or commercial metals acquired through dealing or investing activities “as soon as practicable, but not later than one year from the effective date of the regulation.” However, the OCC may grant up to four separate one-year extensions of this period for national banks or federal savings associations making a good faith effort to divest of the industrial or commercial metals and where the banks’ or savings associations’ retention of these metals is not inconsistent with their safe and sound operation. Press Release. Rule.

Annual Asset-Size Threshold Adjustments for Small and Intermediate Small Banks

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On December 29, 2016, the Office of the Comptroller of the Currency, the Federal Reserve System and the Federal Deposit Insurance Corporation amended their Community Reinvestment Act (CRA) regulations to adjust the asset-size thresholds used to define “small bank” or “small savings association” and “intermediate small bank” or “intermediate small savings association.” The adjustment is based on an annual percentage change in the Consumer Price Index for Urban Wage Earners and Clerical Workers. As a result of the 0.84 percent increase for the period ending in November 2016, “small bank” or “small savings association” means “an institution that, as of December 31, 2016, of either of the prior two calendar years, had assets of less than $1.226 billion,” and “intermediate small bank” or “intermediate small savings association” means “a small institution with assets of at least $307 million as of December 31 of both of the prior two calendar years and less than $1.226 billion as of December 31, 2016, of either of the prior two calendar years.” Press Release. Rule.