Cadwalader, Wickersham & Taft LLP (JD Supra European Union)

On May 18, 2021, the European Commission (the Commission) of the European Union (the EU) published a communication on “Business Taxation for the 21st Century” (the Communication), setting out a long-term vision to provide a future-proof EU tax system and a tax agenda for the next two years with targeted measures to ensure effective taxation and promote post-COVID-19 recovery. 

Background - On 26 March 2021, the European Supervisory Authorities (the “ESAs”) published a Joint Opinion (the “Opinion”) on the jurisdictional scope of the obligations of the non-EU parties to securitisations under the Regulation (EU) 2017/2402 (the “EU Securitisation Regulation”). References in this memo to articles refer to articles of the EU Securitisation Regulation.

As discussed in our previous Clients and Friends Memo (the “First Update”), on 24 July 2020 the European Commission (the “Commission”) published proposed amendments to the current securitisation framework set out in Regulation (EU) 2017/2402 (the “Securitisation Regulation”) with the intention of bolstering economic recovery from the COVID-19 pandemic.

On 22 October 2020, the European Commission (the Commission) published a public consultation (the Consultation) on the review of Directive 2011/61/EU on Alternative Investment Fund Managers (AIFMD). 

The European Securities and Markets Authority (ESMA) has published its Final Report (the Final Report) containing draft regulatory and implementing technical standards (RTS and ITS) on the provision of investment services and activities in the European Union (EU) by non-EU firms (known as “third-country” firms (TCFs) in EU parlance) under MiFIR and MiFID II.

I.      Introduction - The Securitisation Regulation applies to securitisations, the securities of which are issued (or where no securities are issued, the securitisation positions of which are created) on or after 1 January 2019.

On 24 July 2020, the European Commission (the “Commission”) published its proposed amendments to the current securitisation framework set out in Regulation (EU) 2017/2402 (the “Securitisation Regulation”).

The European Commission has last week published a draft regulation to amend the Benchmark Regulation (“BMR”), in respect of (i) the exemption of certain third country foreign exchange benchmarks and (ii) the designation of replacement benchmarks for certain benchmarks in cessation (the “Draft Regulation”).

On 18 June 2020, the European Parliament formally adopted the EU’s Sustainability Taxonomy Regulation. The aim of the Regulation is to provide an EU-wide framework for classifying economic activity as environmentally sustainable (an overview of the Regulation can be found in our memo on the subject).

Further to our Clients and Friends Memorandum of 22 April 2020, on 18 May 2020 the European Securities and Markets Authority (“ESMA”) issued a press release on the non-renewal of and termination of short selling bans by the following national competent authorities (“NCAs”)...

On 4 May 2020, the European Banking Authority (“EBA”) published a final report containing guidelines (EBA/GL/2020/04) (the “Guidelines”) on the use of the weighted average maturity approach (“WAM”) instead of the final legal maturity approach when calculating contractual payments due under the tranche of a securitisation transaction.

On 28 April 2020, the European Commission (the “Commission”) proposed a new Regulation to make targeted amendments to the EU Capital Requirements Regulation (575/2013) (“CRR”) and the CRR II Regulation ((EU) 2019/876) (“CRR II”) in response to the COVID-19 pandemic.

Introduction - On 15 April 2020, the Council of the European Union published a press release stating that it had reached political agreement on the regulation on the establishment of an EU-wide framework designed to facilitate sustainable investment through a common classification system for sustainable activity (the “Taxonomy Regulation”).

The Securitisation Regulation applies to securitisations, the securities of which are issued (or where no securities are issued, the securitisation positions of which are created) on or after 1 January 2019.

On 13 September 2019, the European Banking Authority (the “EBA”) updated its guidance in respect of the Securitisation Regulation[1] by publishing an answer to a question submitted to it in November 2018 by the Association for Financial Markets in Europe (“AFME”) in relation to Article 9(3) of the Securitisation Regulation.

U.S. CMBS issuance equalled approximately $171 billion during 2018. In the same period, European CMBS issuance equalled approximately €4 billion which, whilst not close to the issuance levels of the U.S. CMBS market, represents a significant increase for the European market compared to any other period since the financial crisis. 

Regulation (EU) No 648/2012 (“EMIR”) imposed a range of obligations which can apply to counterparties trading in derivatives, including a clearing obligation, risk mitigation obligations (including the exchange of collateral) and a reporting obligation.

This memorandum provides an update regarding the further delay in the application of the transparency regulatory technical standards (“RTS”) (which include the new reporting templates) under the EU Securitisation Regulation.

From April 2020 depositaries under the EU Alternative Investment Fund Managers Directive (“AIFMD”) will need to obtain independent legal advice regarding the protections under U.S. insolvency law afforded to the assets under the control of U.S. sub-custodians who wish to act as delegates of the AIFMD depositary.

On 31 January 2019, the European Securities and Markets Authority (“ESMA”) published an Opinion (the “Opinion”) containing a revised set of draft disclosure technical standards (the “Disclosure Technical Standards”) and a first set of Questions and Answers under the EU Securitisation Regulation (the “Q&As”).

The European Securities and Markets Authority (“ESMA”) published on its website late on 18 December 2018, a letter from the European Commission to ESMA dated 30 November 2018 (the “Commission’s Letter”), in which the Commission stated that it only intended endorsing the draft technical standards on disclosure requirements under the EU Securitisation Regulation prepared by ESMA, once certain...

On 30 November 2018, the European Banking Authority, the European Securities and Markets Authority (“ESMA”) and the European Insurance and Occupational Pensions Authority (the “European Supervisory Authorities” or “ESAs”) published a joint statement (the “Joint Statement”) regarding...

This briefing reviews developments in European CMBS since the financial crisis and focuses on (1) 2011-15 European CMBS transactions (“2011-15 European CMBS”); (2) 2017-18 European CMBS (“2017-18 European CMBS”)...

On 22 August 2018, the European Securities and Markets Authority (“ESMA”) published its Final Report on the technical standards on disclosure requirements under the EU Securitisation Regulation (the “Final Report”).

On 15 December 2017, the European Banking Authority (“EBA”) published a consultation paper (the “Consultation Paper”) containing draft Regulatory Technical Standards on the risk retention requirements (the “Risk Retention RTS”) under the EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and standardised” securitisation (th

On 26 October 2017, the European Parliament voted in plenary session to adopt the EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and standardised” (“STS”) securitisation (the “Securitisation Regulation”).

On October 11, 2017, the Fund Finance Association (the “FFA”) hosted its 3rd Annual European Fund Finance Symposium (the “Conference”) at the Landmark Hotel in London. Forty-two market participants sponsored the Conference and 444 people attended, both substantial increases over years past.

On 15 June 2017 the English Court of Appeal handed down a significant judgment in Dexia Crediop S.p.A. v Comune di Prato. The Court’s unanimous judgment confirmed that the nature of an agreement made pursuant to an ISDA Master Agreement will be sufficiently international in character to prevent the application of any mandatory rules of local law.

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and standardised” (“STS”) securitisation (the “Securitisation Regulation”).

On 4 May 2017, the European Commission (the “Commission”) adopted a proposal for a Regulation amending Regulation (EU) No 648/2012 (“EMIR”) as regards the clearing obligation, the suspension of the clearing obligation, the reporting requirements, the risk-mitigation techniques for OTC derivatives contracts not cleared by a central counterparty, the registration and supervision of trade...