Sample Risk Retention Due Diligence Discussion Topics for Underwriters, Initial Purchasers and Placement Agents in ABS Offerings
The document was developed by a SIFMA dealer working group on Regulation RR, 17 C.F.R. §246.1, et seq., (the “Credit Risk Retention Rules” or “the Rules”), implementing the credit risk retention requirement of Section 15G of the Securities Exchange Act of 1934. It sets forth potential topics to consider in performing due diligence during the ABS transaction process. It is intended to help guide dealers acting as underwriters, initial purchasers, and placement agents in their efforts to undertake a reasonable investigation to determine if there are any material misrepresentations or omissions contained in a registration statement, prospectus or offering memorandum. Additionally, some suggested pre-marketing discussion topics are presented at the end of the document.