D.C. Circuit Court Vacates Dodd-Frank’s Credit Risk Retention Rule As It Applies to CLO Managers

A recent ruling by the U.S. Court of Appeals for the D.C. Circuit granted a major victory for the Loan Syndications and Trading Association (LSTA) and managers of collateralized loan obligations (CLOs) that the LSTA represents. Specifically, the Court threw out the risk retention requirement imposed on open-market CLOs in 2014 in accordance with a flawed application of Section 941 of the Dodd-Frank Act. The Court’s opinion clarifies precisely what the Dodd-Frank Act mandates and draws a number of fine semantic distinctions, mainly around what it does or does not mean to “transfer” an asset and to be a “securitizer.” Although the decision is significant, it may be far from the final word on CLO risk retention, however, as the regulatory agencies could appeal the ruling to the U.S. Supreme Court. To help readers understand these issues, this article summarizes the case and presents analysis from legal professionals with expertise in securitizations and the applicable rules and regulations. For more on risk retention, see “CLO 2.0: How Can Hedge Fund Managers Navigate the Practical and Legal Challenges of Establishing and Managing Collateralized Loan Obligations? (Part Two of Two)” (Jun. 27, 2013).

To read the full article

Continue reading your article with a HFLR subscription.