Howard S. Altarescu

Partner

New York


Read full biography at www.orrick.com

Orrick's strategy is to be a leading advisor to the Technology, Energy & Infrastructure and Finance sectors globally.  Howard serves as the leader of the firm's Finance sector.  He also co-leads Orrick’s global Fintech team, helping industry participants navigate this complex and evolving sector.

Howard Altarescu serves as Orrick's Finance Sector Leader, responsible for implementing the firm's strategy to provide distinctive transactional, litigation and regulatory services to financial institution clients globally.  He also co-heads the firm's Fintech team, which is helping clients pioneer this high-growth market.  In both roles, Howard draws on decades of experience, both in law firms and in-house, helping clients develop innovative financial solutions.

Howard advises financial institutions and governmental agencies on the implications of financial markets regulation, as well as in connection with innovative capital markets, debt financing and other transactions.  He has worked on a number of securitizations and other structured financings backed by marketplace loans and has advised numerous clients on the implications of the Madden v. Midland Funding case, the OCC "fintech charter" and other related legal issues.  He has also worked on a number of groundbreaking mortgage credit risk transfer transactions between Fannie Mae and major banks and other clients.

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Posts by: Howard S. Altarescu

Federal Reserve Seeks Comments on LIBOR Alternatives

 

On August 24, 2017, the U.S. Federal Reserve requested public comments on a plan for the New York Federal Reserve and the Office of Financial Research to come up with three reference rates based on U.S. Treasuries-backed repurchase agreements (repos). The proposed rates are to be called:

  • Tri-party General Collateral Rate (TGCR)
  • Broad General Collateral Rate (BGCR)
  • Secured Overnight Financing Rate (SOFR)

The most comprehensive of the rates, SOFR, would be a broad measure of overnight Treasury financing transactions and was selected by the Alternative Reference Rates Committee (ARRC) as a U.S. dollar LIBOR alternative. LIBOR is a benchmark for $350 trillion worth of financial products worldwide, including $150 trillion in derivatives.

Public comments on these proposed rates are requested within 60 days of publication in the Federal Register, which is expected shortly, according to a Federal Reserve Board press release. To read the press release, click here.

LIBOR Discontinuance and the Derivatives Market

 

On July 27, 2017, the Chief Executive of the UK Financial Conduct Authority (“FCA“) announced that, after the end of 2021, the FCA would no longer use its power to persuade or compel panel banks to submit rate information used to determine the London Interbank Offered Rate, known as “LIBOR.” LIBOR serves as a benchmark rate for hundreds of trillions of dollars of securities, loans and transactions, including over-the-counter and exchange-traded derivatives. The potential permanent discontinuance of LIBOR has significant implications for the derivatives market, especially for legacy transactions. Read more here.

Rating Agency Developments

 

On July 7, 2017, Kroll published its Research Recap for Q2 2017. Here are several articles of interest:

On June 29, 2017, DBRS published an update to its rating methodology for U.S. equipment lease and loan securitizations. Report.

On June 29, 2017, Fitch published an update to its rating criteria for insurance-linked securities. Release.

On June 28, 2017, Fitch published a report entitled U.S. State Housing Finance Agencies: Single-Family Mortgage Program Rating Criteria. Report.

On June 28, 2017, Fitch published a report entitled U.S. RMBS Surveillance and Re-REMIC Rating Criteria. Report.

On June 23, 2017, Moody’s published a report entitled Regulated Electric and Gas Utilities. Report.

On June 23, 2017, S&P issued a report entitled RMBS: Methodology And Assumptions: Assessing Pools Of Residential Loans In Austria, Denmark, Germany, And Sweden. Report.

On June 22, 2017, S&P issued a report entitled ABS: Global Methodology And Assumptions For Corporate Securitizations. Report.

On June 22, 2017, Fitch published a report entitled U.S. RMBS Rating Criteria. Report.

On June 22, 2017, Fitch published a report entitled EMEA CMBS and CRE Loan Rating Criteria. Report.

Treasury Department Report: Decreasing Regulatory Burdens, Increasing Regulatory Accountability and Fostering Economic Growth

 

On June 12, 2017, the U.S. Treasury Department released its report to the President, “A Financial System That Creates Economic Opportunities – Banks and Credit Unions,” authored by Steven Mnuchin, Secretary, and Craig Phillips, Counselor to the Secretary. The report sets forth the Treasury Department’s analysis and recommendations on a wide range of bank and credit union regulatory reform proposals, including the following with regard to certain lending and financing matters, which are set forth in a section of the report titled “Providing Credit to Fund Consumer and Commercial Needs to Drive Economic Growth.” Read the full article here.

OCC Addresses Questions Related to Bank Collaboration with Fintech Companies and Others

 

Recently, with increasing frequency, questions have been posed regarding the responsibilities of bank regulated entities (“Bank Entities”) with respect to their “third-party relationships,” particularly with financial technology companies.

On June 7, 2017, the Office of the Comptroller of the Currency (the “OCC”) issued a supplement (the “Supplement”) to its Bulletin 2013-29, “Third-Party Relationships: Risk Management Guidance,” issued October 30, 2013.

As an overview, the OCC stated:

OCC Bulletin 2013-29 defines a third-party relationship as any business arrangement between the bank and another entity, by contract or otherwise. Third-party relationships include activities that involve outsourced products and services; use of outside consultants, networking arrangements, merchant payment processing services, and services provided by affiliates and subsidiaries; joint ventures; and other business arrangements in which a bank has an ongoing third-party relationship or may have responsibility for the associated records. Recently, many banks have developed relationships with financial technology (fintech) companies that involve some of these activities, including performing services or delivering products to a bank’s customer base. If a fintech company performs services or delivers products on behalf of a bank or banks, the relationship meets the definition of a third-party relationship and the OCC would expect bank management to include the fintech company in the bank’s third-party risk management process. (Emphasis added.)

The OCC expects banks to perform due diligence and ongoing monitoring for all third-party relationships. The level of due diligence and ongoing monitoring, however, may differ for, and should be specific to, each third-party relationship. The level of due diligence and ongoing monitoring should be consistent with the level of risk and complexity posed by each third-party relationship. For critical activities, the OCC expects that due diligence and ongoing monitoring will be robust, comprehensive, and appropriately documented. Additionally, for activities that bank management determines to be low risk, management should follow the bank’s board-established policies and procedures for due diligence and ongoing monitoring.

The Supplement then addresses a series of FAQs that should be considered by Banking Entities. Conversely, these FAQs also provide guidance to fintech companies seeking relationships with Bank Entities and in addressing due diligence inquires. FAQs.

 

Changes Proposed to CAS and STACR Programs

 

On May 8, 2017, Fannie Mae and Freddie Mac announced that they are considering certain changes to the structure of their CAS and STACR note programs in order to widen the investor base for the notes through which they transfer credit risk to the private sector. The proposed changes to CAS and STACR will also require certain changes to the tax structure of Fannie and Freddie MBS issuances. The intention is, despite the changes to the MBS tax structure, to preserve TBA eligibility of the MBS.

As proposed, a REMIC tax election will be made on mortgage loans purchased by Fannie and Freddie and put into their MBS. As a result, the MBS would, for tax purposes, represent ownership interests in REMIC regular interests rather than in mortgage loans. The CAS/STACR notes would also represent ownership of REMIC regular interests issued by new CAS/STACR trusts, which will make the CAS and STACR notes more attractive to REITs and foreign investors. The new structure would also eliminate Fannie and Freddie counterparty risk in the credit risk transfer programs.

Fact Sheets and FAQs are linked to the Press Releases. Press Release (Fannie). Press Release (Freddie).

Special Purpose National Bank Charters for Fintech Companies

 

On December 2, 2016, Comptroller of the Currency, Thomas J. Curry, announced that the Office of the Comptroller of the Currency would move forward with considering applications from fintech companies to become special purpose national banks. Report.

The Comptroller explained that the proposed action will provide businesses with the option to seek a charter rather than imposing a mandate. The OCC will evaluate applicants to ensure they have a reasonable chance of success, appropriate risk management, effective consumer protection, and strong capital and liquidity.

The OCC published a paper discussing the issues and conditions that the agency will consider in granting special purpose national bank charters. Report. Comments on the proposal may be submitted through January 15, 2017.

FHFA Announces Increase in Maximum Conforming Loan Limits for Fannie Mae and Freddie Mac in 2017

 

On November 23, 2016, the Federal Housing Finance Agency (FHFA) announced an increase in the maximum conforming loan limits for mortgages acquired by Freddie Mac and Fannie Mae. The maximum loan limit for one-unit properties in 2017 will increase from $417,000 to $424,100 for most of the United States. In certain higher-cost areas, there will be a higher loan limit. Release. A list of the 2017 maximum conforming loan limits for all counties and county‑equivalent areas in the country can be found here.

Events

 

On November 14, 2016, the SEC hosted a Fintech Forum at its headquarters in Washington, D.C. to explore the securities law disclosure, investor protection, capital formation and other implications of robo-advising, distributed ledger technology and blockchain, crowd funding and marketplace lending.

To learn more, please visit Orrick’s Website for our webinar reviewing the matters discussed at the Forum.