[World Corporate Law News] SEC Seeks Public Comment on RMBS and ABS Rules

[2025] 178 taxmann.com 737 (Article)

World Corporate Law News provides a weekly snapshot of corporate law developments from around the globe. Here’s a glimpse of the key corporate law update this week.

1. Securities Law

1.1 SEC Seeks Public Comment to Improve Rules on Residential Mortgage-Backed Securities and Asset-Backed Securities

On September 26, 2025, the U.S. Securities and Exchange Commission (SEC) published soliciting public comments on how to improve current SEC rules governing residential mortgage-backed securities (RMBS) and certain aspects of asset-backed securities (ABS) generally.

The concept release notes that there have been no public RMBS offerings since 2013, yet they are an important part of a healthy mortgage market because they provide access to a wider range of issuers and investors, reducing reliance on any one source of liquidity and contributing to lower consumer costs.

The concept release seeks feedback from the public on whether there are SEC regulatory impediments contributing to the absence of public RMBS offerings, including whether certain disclosure requirements should be revised and how certain sensitive information about mortgage loans underlying the RMBS may be shared with investors in light of privacy and confidentiality concerns.

The concept release also seeks comment on whether certain regulatory definitions should be revised, and whether revisions to any other ABS regulations should be considered to facilitate access to the public market.
SEC concept releases are a means for the Commission to obtain public input in advance of making decisions about possible rulemaking. Concept releases typically outline a topic of concern, identify different potential approaches, and raise a series of questions for public commenters.

In this concept release, the Commission welcomes comments on any costs, burdens, or benefits that may result from possible regulatory responses related to the RMBS and ABS items identified in the release or otherwise proposed by commenters. The public may comment on whether certain specific approaches, alternative approaches, or a combination of approaches would address the items identified in the release.

The public comment period will remain open for 60 days following publication of the comment request in the Federal Register.

Source – Official Announcement

1.2 Canadian securities regulators launch consultation on proposed harmonized multilateral self-certified investor prospectus exemption

On September 25, 2025, the securities regulators of Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, and Yukon have published a notice and request for comment for a proposed new harmonized multilateral instrument to support capital raising for Canadian businesses and investment opportunities for eligible investors within participating jurisdictions.

“Local exemptions for self-certified investors have been well-received by both market participants and investors, which has led to the proposal to create a harmonized exemption,”

said Stan Magidson, Chair of the CSA and Chair and CEO of the Alberta Securities Commission.

“The proposed exemption is designed to balance investor protection with greater flexibility for businesses pursuing investment and seeks to support capital formation and innovation across Canada.”

Further, the proposed exemption would complement existing accredited investor exemptions to enable broader participation in the capital markets by individuals with relevant experience or expertise. To invest as a self-certified investor, a person must certify that they meet at least one of the qualifying criteria and acknowledge the investment risks. Self-certified investors would be permitted to invest up to $50,000 per calendar year across multiple businesses.

The proposed Multilateral Instrument 45-111 Self-Certified Investor Prospectus Exemption aims to harmonize the exemption across the participating jurisdictions and, if adopted, would replace:

(a) Alberta Securities Commission Blanket Order 45-538 Self-Certified Investor Prospectus Exemption;
(b) Financial and Consumer Affairs Authority of Saskatchewan General Order 45-538 Self-Certified Investor Prospectus Exemption;
(c) Manitoba Securities Commission Blanket Order 45-505 Self-Certified Investor Prospectus Exemption; and
(d) Ontario Securities Commission Instrument 45-510 Self-Certified Investor Prospectus Exemption (Interim Class Order).

Details of the proposal are set out in CSA Notice and Request for Comment Proposed Multilateral Instrument 45-111 Self-Certified Investor Prospectus Exemption and its proposed companion policy, which are available on participating CSA members’ websites. The comment period closes on January 5, 2026.

Source – Press Release

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