NETHERLANDS Law and Practice Contributed by: Mandeep Lotay and Dámaris Engelschman, Freshfields LLP
4. Laws and Regulations Specifically Relating to Securitisation 4.1 Specific Disclosure Laws or Regulations
securities are offered to the public or admit - ted to trading on a regulated market, and repealing Directive 2003/71/EC (“Prospectus Regulation”), a transaction summary or over - view of the main features of the securitisation, before pricing. Closely related hereto are the Commission Del - egated Regulation (EU) 2020/1224 of 16 October 2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the origi - nator, sponsor and SSPE (“Disclosure RTS”) and Commission Implementing Regulation (EU) 2020/1225 of 29 October 2019 laying down implementing technical standards with regard to the format and standardised templates for mak - ing the information and details of a securitisation available by the originator, sponsor and SSPE (Disclosure RTS), and which set out the disclo - sure requirements applicable to securitisation transactions in a more detailed manner. Additional disclosure requirements are applica - ble if the group of potential investors include one or more institutional investors (as defined under Article 2 (12) of the EU Securitisation Regula - tion), which are set down in Article 5 of the EU Securitisation Regulation. 4.3 Credit Risk Retention There are no Dutch national laws or regulations on credit-risk retention. There are, however, rules on risk retention applicable to Dutch securitisa - tion transactions pursuant to Article 6 of the EU Securitisation Regulation. Article 6 of the EU Securitisation Regulation stipulates that the originator, sponsor or original lender must retain on an ongoing basis a mate -
No securitisation-specific disclosure laws or regulations have been adopted in the Nether - lands. However, Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general frame - work for securitisation and creating a specific framework for simple, transparent and stand - ardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (‘EU Securitisation Regulation’) applies to all Dutch securitisation transactions. 4.2 General Disclosure Laws or Regulations Securitisation transactions falling within the scope of the EU Securitisation Regulation are subject to the disclosure requirements of Article 7 of the EU Securitisation Regulation. Among other information, the following must be dis - closed to the investors, the competent authori - ties and, upon request, potential investors: • information on the underlying exposures, on a regular basis; • all underlying documentation that is essen - tial for the understanding of the transaction, including a detailed description of the prior - ity of payments of the securitisation, before pricing; • information regarding the risk retained, on a regular basis; and • if no prospectus is required pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
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