On April 7, 2010, the Securities and Exchange Commission (the “SEC”) released for comment a set of proposed revisions to Regulation AB and other rules that would significantly revise the offering, disclosure, and reporting regimes for asset-backed securities and other structured finance products.1 A subset of those proposed revisions (the “Disclosure Rules for Private Offerings”) would address unregistered offers and resales of structured finance products.2

In its discussion of the Disclosure Rules for Private Offerings, the SEC states that securitization in the private, unregistered market played “a significant role” in the financial crisis.3 The Disclosure Rules for Private Offerings represent the SEC’s attempt to remedy what it believes are deficiencies in the information available about CDOs and other privately-issued structured finance products.4