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Civil Liability for Representations and Warranties in Asset-Backed Securities

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DESCRIPTION

Congress drastically changed the environment for asset-backed securities when it passed the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010.  Over the past five years, the SEC and other regulatory agencies have methodically worked through the mountain of agency rulemaking required under Dodd-Frank.  The new rules, combined with developments in the courts, have dramatically affected the civil liability related to representations and warranties in asset-backed securities.  This program will offer practical guidance to sponsors, issuers and trustees on how to avoid civil liability or, as appropriate, pursue their own claims.  We will give a high-level overview of the statutes and rules governing representations and warranties in asset-backed securities, with a specific focus on the impending changes under Regulation AB II and civil liability questions raised by the New York Supreme Court’s 2015 decision in Ace Securities Corp. v. DB Structured Products, Inc.

Educational Objectives:
• What representations and warranties must a sponsor provide?
• When claims for breach of representations and warranties accrue?
• How issuers and trustees should evaluate claims for breach of representations and warranties?
• How sponsors should protect themselves from claims for breach of representations and warranties?

Who would benefit most from attending this program?
In-house counsel and compliance officers for financial institutions, representatives of banks and other sponsors, representatives of issuers and trustees of asset-backed securities, representatives of institutional investors in asset-backed securities.

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SPEAKERS

ANTHONY J. MCFARLAND, MEMBER, BASS, BERRY & SIMS

Anthony J. McFarland is a partner in Bass, Berry & Sims PLC, where he represents financial institutions in class actions and other complex business litigation.  He co-chairs the firm’s Financial Services, and Data Security & Privacy, practice groups, and regularly writes and speaks on financial institution concerns, particularly those involving cybersecurity.  He received his B.A., summa cum laude, from the University of Dallas, and his J.D., summa cum laude, from Vanderbilt University.

 


BRIAN R. IVERSON, ASSOCIATE, BASS, BERRY & SIMS

Brian R. Iverson is an associate in Bass, Berry & Sims PLC, where he focuses on complex commercial litigation, with a special emphasis on financial services and intellectual property litigation.  He has represented financial institutions in a broad range of disputes, including loan defaults, online hacking disputes, and consumer overdraft fee class actions.  He received his B.B.A., cum laude, from Belmont University and his J.D. from Pepperdine University School of Law, where he graduated magna cum laude and Order of the Coif.

 


JAY KNIGHT, PARTNER, BASS, BERRY & SIMS

Jay Knight is a partner in Bass, Berry & Sims PLC and head of the firm's Capital Markets Subgroup. His practice focuses on securities offerings, real estate capital markets, structured finance, mergers and acquisitions, and the general representation of public companies and underwriters. Prior to joining Bass Berry & Sims in 2012, he served in several positions in the Division of Corporation Finance at the SEC over a period of approximately five years, most recently serving as Special Counsel in the Office of Structured Finance and as a member of the Dodd-Frank Implementation Team. As Special Counsel in the Office of Structured Finance, Jay led a team of attorneys, economists and accountants charged with implementing an inter-agency joint rulemaking project under Section 941 of the Dodd-Frank Act with the federal banking agencies, FHFA and HUD (i.e., the risk retention rule). He also contributed to a number of other rulemaking projects, including the rules that would revise the disclosure, reporting and offering process for asset-backed securities (known as Reg AB 2).