CAYMAN ISLANDS Law and Practice Contributed by: Agnes Molnar, Jason Ta, Paul Walters and Gemma Walters, Travers Thorp Alberga
4.2 General Disclosure Laws or Regulations See 3.10 Offering Memoranda . 4.3 Credit Risk Retention
is a positive duty on an SPE, the directors and any promoters and distributors to ensure con - flicts of interest and sources of fees and profit, direct and indirect, are fully disclosed. Cayman-Specific Disclosure Any offering memorandum involving an SPE must be subject to review and input from Cay - man Islands counsel to the SPE. In particular, counsel should expect to provide input on the following sections of the offering memorandum: the description of the SPE (including any disclo - sure required under the Listing Rules; descrip - tions of the terms of the appointment of the agents of the SPE (including their fees and the material terms of the applicable agreements); risk factors, including any material Cayman Islands-specific risks; the investment objectives of the SPE; structure, description of sharehold - ing and directorships and any other applicable key terms.
The Cayman Islands do not impose any require - ments on an SPE, transferor, sponsor or origi - nal lender to hold or retain either assets or debt securities in respect of a securitisation. However, the legal systems of the USA, UK and the EU do impose such requirements, so it is common to see such provisions. 4.4 Periodic Reporting The Cayman Islands do not impose any require - ments on an SPE, transferor, sponsor or original lender to produce asset or debt securities level reports to investors or otherwise. Certain juris - dictions do require such reporting, so it is com - mon to see such provisions. The auditors of the SPE, the accounting refer - ence date and details regarding publication of accounts or interim accounts (in each case, if any) are disclosed in the offering memorandum. As a matter of the laws of the Cayman Islands, there is no mandatory audit requirement. 4.5 Activities of Rating Agencies It is generally a requirement of the credit rating agencies that an opinion of counsel to the SPE as to certain matters of the laws of the Cayman Islands is issued to the rating agency. See 7.5 Obtaining Legal Opinions . The rating criteria used in respect of insolvency- remote SPE typically cover: • asset isolation; • insolvency-remoteness of SPEs; • restrictions on activities;
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations
The Cayman Islands do not have any securitisa - tion-specific disclosure laws or regulations. The listing rules of the CSX will apply if debt securities are listed on the CSX. See 3.8 Bonds/ Notes/Securities . Certain common law principles require the dis - closure of specific information. See 3.10 Offer - ing Memoranda .
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