Photo of Securitization Volumes

Securitization, Second Edition
Summary Table of Contents

Part I
Overview of Securitization

Chapter 1
Overview of Securitization

§1.1 A. What is Securitization?

§1.4 B. The Legal Infrastructure for Securitization

Chapter 2
History and Future of Securitization

§2.1 A. Is Securitization Here to Stay?

§2.3 B. Securitization by Pooling

§2.4 C. The Pooling Process

§2.9 D. Markets for Loans and Securitized Loans and the Future

Chapter 3
Effect of Securitization on the Economy and the Financial System

§3.1 A. Markets and Institutions

§3.6 B. “Crowding Out”

§3.10 C. Does Securitization Contribute to Debt and Risk in The Economy?

§3.13 D. Effect of Securitization on Monetary Controls

Chapter 4
Effect of Securitization on Financial Intermediaries

§4.1 A. Effect On Banks’ Financial Structure: Old Problem Revisited

§4.6 B. Effect on Competition in the Banking Business

§4.9 C. Effect on Risk in the Banking Business

§4.10 D. New Business for Banks

§4.14 E. Legal Limitations on Bank Entry into the Securities Business

§4.15 F. Organizational and Cultural Changes

§4.19 G. Effect on Nonbank Intermediaries

Chapter 5
Effect of Securitization on Borrowers and Investors

§5.1 A. Effect of Securitization on Borrowers

§5.6 B. Effect of Securitization on Investors

§5.9 C. Concluding Comments to Part I

PART II
Securitization by Pooling

Chapter 6
Introduction to SPVs

Chapter 7
Making, Selling and Pooling Loans

§7.1 A. Lenders and Borrowers

§7.2 B. Bank Powers to Securitize Loans

§7.12 C. Powers of Thrifts and Finance Companies

§7.13 D. Standards in The Making of Loans

§7.14 E. The Transaction: Transfer of Loans

§7.17 F. Regulation of the Process of Sale and Purchase

Chapter 8
The Financial Structure of SPVs

§8.1 A. SPV Securities: Pass-Throughs, Bonds, and Pay-Throughs

§8.8 B. Classification of SPV Securities as Debt or Equity

§8.10 C. Tax Law

§8.19 D. Effects of Other Laws on SPV Financial Structure

Chapter 9
Credit Enhancement

§9.1 A. Types of Credit Enhancement

§9.8 B. Appraisals

Chapter 10
Protecting SPVs from Bankruptcy

§10.1 A. Effects of Bankruptcy

§10.6 B. Insolvency of the Transferor of the Loans

§10.11 C. Reducing Business Risks: Special Purpose Entities

§10.12 D. Insolvency of the Borrower

§10.16 E. Insolvency of a Transferor that is Not Subject to the Bankruptcy Code

Chapter 11
Regulation of SPVs Under the Investment Company Act of 1940

§11.1 A. The Investment Company Act of 1940

§11.4 B. Are SPVs Investment Companies Under the 1940 Act?

§11.7 C. Exceptions from the Definition of an Investment Company

§11.19 D. SEC Exemption under Section 2(b): Government Agencies

§11.23 E. Section 6(c) Exemptions to Private Sector Sponsors

§11.32 F. Effect of SPV Exemptions by the SEC

Chapter 12
Issuance and Distribution of SPV Securities

§12.1 A. SPV Securities

§12.3 B. Registration Requirement under the 1933 Act

§12.10 C. Exemptions from Registration under the 1933 Act

§12.20 D. Shelf Registration Under the 1933 Act

§12.24 E. State Securities (Blue Sky) Laws

§12.25 F. Violations of the 1933 Act Relating to Securitization

§12.26 G. Trust Indenture Act of the 1939 (“TIA”)

Chapter 13
Regulation of the Secondary Markets in SPV Securities

§13.1 A. The Securities Exchange Act of 1934 (The “1934 Act”)

§13.7 B. Investment Advisers Act of 1940

Chapter 14

Operating the SPVs

§14.1 A. SPV Operations

§14.2 B. The Custodian

§14.7 C. The Servicer

§14:11 D. The Sponsor

Part III
Loan Participations

Chapter 15
Introduction to Loan Participation

Chapter 16
The LP Agreement: Disclosure

§16.1 A. Contract and Tort Duties in LP Relationships

§16.3 B. Disclosure Requirements under Bank Regulation

§16.9 C. Waivers of the Right to Information

§16.12 D. The Borrower’s Right to Confidentiality

Chapter 17
Applicability of the Securities Acts to LPs

§17.1 A. The 1933 and 1934 Acts

§17.3 The Definition of a Security in the 1933 and 1934 Acts—History

§17.6 B. The Investment Company Act of 1940 (The “1940 Act”)

§17.7 C. The Investment Advisers Act of 1940 (The “Advisers Act”)

§17.8 D. The Trust Indenture Act of 1939 (“TIA”)

Chapter 18
Relationships Among the Lead Bank and the Participants

§18.1 A. Terms of the LP Agreement: Requirements and Constraints

§18.3 B. Duties of Lead Banks to the Participants

§18.8 C. Duties of the Participants

§18.12 D. Remedies

Chapter 19
Rights of the Participants in the Participation

§19.1 A. Law Applicable to the Status of LPS

§19.3 B. The Basic Categories of LPs

§19.5 C. Purchase and Sale

§19.12.1 D. The Ongoing Relationship Between LP Holders and the Lead

§19.16 E. LPs as Loans to the Lead Bank

Chapter 20
Effect of Bankruptcy on LPs

§20.1 A. The Lead’s Insolvency When Government Agencies are the Receivers

§20.5 B. Setoffs

§20.15 C. Bankruptcy of the Borrower

Chapter 21
Rights of the Borrower Againat the Lead Bank and LP Holders

§21.1 A. Right of the Borrower to Confidentiality

§21.4 B. Rights of the Borrower Against the Lead Bank and LP Holders

§21.6 C. Setoffs

§21.9 D. Tax Implications

Chapter 22
Drafting the LP and Loan Agreements: Issues for the Drafting Attorney

§22.1 A. The LP Agreement

§22.7 B. The Participated Loan Agreement

Chapter 23
International Aspects of Securitization

Tables and Index

Table of Cases

Table of United States Code Sections

Table of Code of Regulations Sections

Table of Uniform Commercial Code Sections

Table of State Statutes

Index