SPAIN Law and Practice Contributed by: Jaime de la Torre and Jaime Juan Rodríguez, Cuatrecasas
4.5 Activities of Rating Agencies According to Law 5/2015, there is no legal requirement in Spain to grant a credit rating to the securitisation notes in order to incorporate an SPE, but it is common market practice to assign ratings to the notes of public securitisa - tions. In Spain, the securitisation activities of rating agencies are primarily regulated under: • Regulation EC 1060/2009 on credit rating agencies (the CRA), which has subsequently been amended by Regulation EU 513/2011 (CRA II) and transferred the responsibility for the registration and supervision of credit agencies to ESMA; and • Regulation EU 462/2013 (CRA III), which introduced certain items in relation to credit rating agencies (eg, the reliance of firms on external credit ratings, independence, sover - eign debt ratings, or the degree of competi - tion in the industry or the liability regime). 4.6 Treatment of Securitisation in Financial Entities Banks’ capital and liquidity requirements are regulated under the so-called “CRDV package” of legislation, which includes: • Directive 2013/36/EU, regarding prudential supervision, which has been transposed into the Spanish legal framework by Law 10/2014 and Bank of Spain Circulars 2/2014 and 2/2016; • Regulation EU 575/2013, on prudential requirements; • Directive EU 2019/878, the transposition of which into the Spanish legal framework has been initiated by Royal Decree-Law 7/2021; and • Regulation EU 2019/876 (CRR II).
lier than those transferred or sold to investors, so that the retention is equal in total to an amount equivalent to no less than 5% of the nominal value of the securitised exposures; and • a first loss exposure of not less than 5% of every securitised exposure. Management companies of SPEs must submit the following information on each SPE to the CNMV, as the national public supervisory body (Article 35 of Law 5/2015): • quarterly, within two months of the end of each calendar quarter, certain information including a breakdown of the assets trans - ferred to the SPE, a breakdown of the SPE’s liabilities and the total commitments arising from the derivative instruments in place (when applicable); and • annually, the relevant SPE’s annual financial statements for registration with the CNMV, together with the auditors’ report in respect thereof, within four months following the end of the SPE’s financial year (ie, prior to 30 April of each year). Other Relevant Information to Make Publicly Available 4.4 Periodic Reporting Reporting to the CNMV Management companies must give immediate notice to the CNMV and to their creditors (Article 36 of Law 5/2015) of any material event that is specifically relevant to the situation or develop - ment of the SPE (except in the case of an SPE whose securities are not admitted to trading on an official secondary market). Material facts spe - cifically relevant to the SPE will be those that could have a significant impact on the notes issued and/or on its assets.
384 CHAMBERS.COM
Powered by FlippingBook