Posts by: Jill Pritzker

SEC Charges Rating Agency Morningstar with Failures of Disclosure and Internal Controls in CMBS Rating Model Adjustments

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On February 16, the Securities and Exchange Commission (SEC) filed a civil action in federal district court in the Southern District of New York against the former credit ratings agency, Morningstar Credit Ratings LLC, regarding alleged failure to disclose and maintaining internal control provisions in violation of federal securities law in its CMBS ratings practice. The complaint alleges that, in 30 transactions rated by Morningstar between 2015 and 2016, Morningstar failed to disclose that its rating criteria permitted analysts to adjust property cash flow and valuation stresses on a “loan-specific basis,” which resulted in lower expected losses on CMBS classes and the assignment of credit ratings and failed to adequately maintain a system of internal controls to ensure adherence to its ratings criteria. The complaint alleges violations of the Securities Exchange Act of 1934 against Morningstar and seeks injunctive relief, disgorgement and civil penalties. Release.

OCC Approves Final Rule Regarding Effect of Supervisory Guidance

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On February 16, the OCC approved a final rule that confirms that supervisory guidance, unlike statutes or regulations, does not create binding legal obligations for the public. The final rule reaffirms that the OCC does not take enforcement actions on the basis of non-compliance with supervisory guidance. The proposed rule was published on November 5 and was adopted without material change. The final rule becomes effective on March 15. Bulletin.

SEC Proposes Amendment to Rule 144

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On December 22, the SEC proposed to amend Rule 144. Among other things, the amendment would revise the holding period determination to the date of acquisition upon the conversion or exchange for market-adjustable securities acquired on the conversion or exchange of certain securities of issuers that do not have securities listed on a national securities exchange. The amendment would also require electronic filing of Form 144 and would eliminate the requirement to file Form 144 for resales of securities of issuers that are not subject to Exchange Act reporting. The public comment period will be open for 60 days following the publication of the proposed rule in the Federal Register. Release.

FHFA Extends COVID-19 Multifamily Mortgage Forbearance through March 31, 2021

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On December 23, the Federal Housing Finance Authority (FHFA) announced an extension of the COVID-19 relief mortgage forbearance to qualifying multifamily property owners through March 31, 2020, which was previously set to expire on December 31, 2020. The relief program also extends certain protections to related tenants. Release.

SEC Adopted a New Rule Allowing Registered Funds to Enter Into Derivative Transactions

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On October 28, the Securities and Exchange Commission (SEC) adopted a new rule 18f-4 under the Investment Company Act of 1940 allowing registered funds to enter into derivative transactions, provided they comply with certain conditions intended to protect investors. The rule will become effective 60 days after publication with an 18-month transition period for compliance with the provisions and related reporting requirements. Release.

OCC Submitted Final Rule Clarifying When Bank is a “True Lender”

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On October 27, the Office of the Comptroller of the Currency (OCC) submitted a final rule for publication to determine when a national bank or federal savings association makes a loan to a third party and is the “true lender.” The rule clarifies that a bank is a “true lender” if, as of the date of origination, the bank (1) is named as the lender in the loan agreement or (2) funds the loan. OCC Bulletin.

New York Fed Released Revised Master Loan and Security Agreement for TALF

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On October 22, the Federal Reserve Bank of New York released a revised Master Loan and Security Agreement (MLSA) related to the use of the Term Asset-Backed Securities Loan Facility (TALF). The changes to the MLSA will be effective as of November 5. Release.

Treasury and IRS Issue Guidance on Deferred Payroll Taxes

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On August 28, the U.S. Treasury Department and the IRS issued guidance to employers regarding the executive action taken earlier this month to defer certain employee payroll taxes through the end of the year. The guidance allows employers to defer payment through the end of 2020 of the employee’s portion of Social Security payroll tax for employee’s earning monthly pre-tax wages of $4,000 or less. Release.

Rating Agency Developments (August 24 – September 1)

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On September 1, KBRA published its Structured Finance: CMBS report titled Coronavirus (COVID-19): Affiliate of On-Demand Office Provider Regus Files for Bankruptcy—CMBS Exposure Examined. Report.

On September 1, DBRS Morningstar published its methodology titled DBRS Morningstar Global Structured Finance Related Methodologies. Methodology.

On August 28, DBRS Morningstar published its methodology titled U.S. Residential Mortgage Servicer Rankings. Methodology.

On August 28, DBRS Morningstar published its methodology titled U.S. Residential Mortgage Originator Rankings. Methodology.

On August 28, KBRA published its report titled CMBS/RMBS: Single-Borrower SFR Comprehensive Surveillance. Report.

On August 27, KBRA published its rating methodology titled ABS: Global Auto Loan ABS Rating. Methodology.

On August 24, KBRA published its research report titled Structured Credit: Coronavirus (COVID-19): U.S. BSL CLO Sector Exposure Map: July 2020. Report.

CFPB Issues Report on Impacts of COVID-19 on Consumer Credit

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On August 31, the Consumer Financial Protection Bureau (CFPB) issued a report examining the early impact of the COVID-19 pandemic on consumer credit. The report noted no significant negative impact on consumer credit or delinquencies, focusing on mortgage, auto loans, credit cards and student loans, from March 2020 to June 2020, suggesting programs such as the CARES Act may have positively impacted consumer credit during this time. Report.