International Comparative Legal Guide to Securitisation
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International Comparative Legal Guide to Securitisation: (International Comparative Legal Guide)

International Comparative Legal Guide to Securitisation: (International Comparative Legal Guide)


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About the Book

I am privileged once again, on behalf of Sidley Austin LLP and as the Guide’s Contributing Editor, to author the Preface to the latest edition of ICLG – Securitisation, which continues to be one of the most comprehensive comparative guides to the practice of securitisation available today. The Guide is now in its 18th edition, which provides continued proof that it continues to be as relevant today as ever. At the time of writing, in April 2025, the securitisation markets are slightly en prise in light of a number of factors, both macro-economic (tariffs) as well as regulatory (the ESA “Article 44” report on the Securitisation Regulations).  That pause follows a sustained period of high issuance levels, which had been accompanied by a general positivity in many asset classes around a renewed desire to sustain and grow the European securitisation markets, evidenced by a growing number of helpful pronouncements from regulators and law-makers. Looking back at the year in securitisation, last year (2024), the financial data (all data from AFME Securitisation Data Report Q4 2024 & 2024 Full Year) records EUR 244.9 bn of securitised product issued in Europe, an increase of 14.8% (11.9% on an inflation-adjusted basis) from the EUR 213.3 bn issued in 2023, of which c. EUR 144 bn was placed, representing c. 58.8% of the total (compared to c. EUR 94.7 bn placed in 2023, representing c. 44.4% of the total).  This was the highest issuance level since 2018 (non-inflation adjusted).  Of that issuance, ABS increased by c. 8.3% but CLOs had a standout year, increasing c. 87.8% year-on-year in comparison to 2023.  RMBS (and at much lower levels, CMBS) remained at similar levels to 2023 and whilst securitisations of SME loans increased substantially in 2024 this was down to one transaction (Europe’s much heralded first middle market CLO) in Q3 2024.  STS issuance represented c. 27% of total issuance, which was perhaps a little disappointing in light of the EU’s desire to increase that label’s usage.  SRT securitisations continued to gain ground, increasing in issuance terms to c. EUR 155 bn, up from c. EUR 118 bn in 2023, c. EUR 106 bn in 2022 and c. EUR 77 bn in 2021 (i.e. over double the issuance levels in 2021). If 2024 represented a modest increase in issuance levels across the securitised product spectrum, the pace of global regulation affecting securitisations also continued unabated, with the major global regulators across the US, Europe, the UK and other relevant international jurisdictions continuing to press ahead with consultations and rule-making workstreams that will continue to affect issuance and structuring of securitisations across all asset classes and product types (many of which you can read about in the various chapters of this year’s Guide as usual). It seems as critical and worthy a task as ever, therefore, to maintain an accurate and up-to-date Guide regarding the relevant practices and regulation of securitisation in a variety of jurisdictions.  The 2025 edition of this Guide seeks to accomplish that objective by providing global businesses leaders, in-house counsel and international legal practitioners with ready access to important information regarding the legislative and regulatory frameworks for securitisation across 20 individual jurisdictions.  It also surveys practices from the perspective of leading and experienced practitioners in these jurisdictions through the expert analysis chapters (which continue to be of even wider scope, and even more thought-provoking content, than previous editions), and our genuine thanks go to all of the many contributors for sharing their knowledge and experience again in this year’s Guide. We hope that you continue to find the Guide a useful and engaging insight into the world of securitisation. Rupert Wall Contributing Editor Partner, Head of Global Finance in Europe and Global Co-Head of Structured and Asset-Backed Financing Practice Sidley Austin LLP

Table of Contents:
Securitisation in Matching Adjustment Portfolios Under Solvency UK Reforms – James Phythian-Adams, Rachpal Thind, Rupert Wall & Arash Dashtgard, Sidley Austin LLP 1 U.S. and EU CLOs: Market Trends and Recent Regulatory Developments – Craig Stein, Phillip Azzollini, Daniel Oshinsky & Martin Sharkey, Schulte Roth & Zabel LLP 5 Cross-border Trade Receivables Securitisations – Key Legal Issues to Consider – Merryn Craske, Mark Riccardi & Clément Vandevooghel, Morgan Lewis 12 Structured Finance in Luxembourg: What About Restructuring? – Natalja Taillefer, Loyens & Loeff Luxembourg Brazil – Levy & Salomão Advogados: Luiz Roberto de Assis & Fernando de Azevedo Perazzoli 25 Bulgaria – Tsvetkova Bebov & Partners, member of Eversheds Sutherland: Nikolay Bebov, Konstantin Mladenov & Petar Ivanov 39 Canada – McMillan LLP: Don Waters, Yonatan (Yoni) Petel, Michael Burns & Spencer Klug 52 Cayman Islands – Maples Group: James Reeve, Amanda Lazier & Alicia Thompson 66 England & Wales – Sidley Austin LLP: Rupert Wall & Rei See 77 Finland – Waselius Attorneys Ltd: Maria Lehtimäki, Niklas Thibblin & Onni Viljanen101 France – Orrick, Herrington & Sutcliffe (Europe) LLP: Hervé Touraine & Olivier Bernard 112 Germany – Allen Overy Shearman Sterling LLP: Dr. Stefan Henkelmann & Martin Scharnke 128 Greece – Bernitsas Law: Athanasia Tsene 145 Ireland – Mason Hayes & Curran LLP: Daragh O'Shea, Andrew Gill, Eoin Traynor & Jamie Macdonald 159 Jersey – Maples Group: Paul Burton & Amy Black 174 Luxembourg – GSK Stockmann: Andreas Heinzmann & Katharina Schramm 188 Netherlands – Freshfields LLP: Mandeep Lotay & Dámaris Engelschman 206 Norway – Advokatfirmaet Thommessen AS: Kristoffer Hegdahl, Morten Emil Bergan, Markus Kjelløkken & Helge Aanensen Kleven 223 Portugal – VdA: Paula Gomes Freire, Benedita Aires & Sebastião Nogueira 236 Scotland – Brodies LLP: Marion MacInnes, Bruce Stephen, Peter Brading & Lindsay Lee 254 Spain – Cuatrecasas: Héctor Bros & Jaime de la Torre 271 Sweden – Roschier Advokatbyrå AB: Johan Häger & Carl Brodén 292 Switzerland – Walder Wyss Ltd: Lukas Wyss & Maurus Winzap 304 USA – Sidley Austin LLP: T.J. Gordon & Pietro Fontana 317


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Product Details
  • ISBN-13: 9781839184185
  • Publisher: Global Legal Group Ltd
  • Publisher Imprint: Global Legal Group Ltd
  • Edition: Revised edition
  • Language: English
  • Series Title: International Comparative Legal Guide
  • Width: 210 mm
  • ISBN-10: 1839184183
  • Publisher Date: 12 May 2025
  • Binding: Paperback
  • Height: 297 mm
  • No of Pages: 336
  • Spine Width: 13 mm


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