public consultation on the Securitization Regulation - 17 March 2023 - CONSOB AND ITS ACTIVITIES
Consob has launched a public consultation (available only in Italian) on the implementing provisions of Article no. 4-septies.2 of Legislative Decree no. 58 (TUF), with relation to Securitizations, introduced by Legislative Decree n. 131 of 3 August 2022.
Regulation (EU) 2017/2402 (hereinafter, the "Securitization Regulation"), subsequently amended by Regulation (EU) 2021/557, introduced a uniform regulation on securitisations at EU level and a specific framework for simple transparent and standardized securitisations ("STS"), applicable from 1 January 2019.
The Securitization Regulation establishes specific rules for securitisation sales to retail customers, introducing enhanced investor protection safeguards. Specific due diligence obligations are also established for institutional investors investing in securitisations.
The rules established by articles 6, 7, 8 and 9, of the Securitization Regulation on the subject of risk retention, transparency, prohibition of re-securitization and credit granting criteria apply to all securitisations – whether traditional or synthetic, public (i.e. assisted by a prospectus) or private (for which a prospectus has not been drawn up, pursuant to European legislation). Finally, the Securitization Regulation establishes additional requirements that must be satisfied to allow a securitization to be classified as a STS securitisation.
The supervisory powers deriving from the Securitization Regulation are attributed at national level to Consob, the Bank of Italy, IVASS and Covip. According to the provisions of Article 4-septies.2 of the TUF, Consob is competent to supervise:
- on compliance with Article no. 3 for the sale of securitisations to retail customers;
- on compliance with articles nos. 6, 7, 8 and 9, when neither the assignor, nor the original lender, nor the vehicle company, are supervised entities (i.e. banks, investment firms, managers, financial intermediaries registered in the Register provided for by Article no. 106 of Legislative Decree n. 385 of 1 September 1993, insurance or reinsurance companies, company or professional pension institutions) and there is no promoter;
- on the compliance by originators, sponsors and vehicle companies with Articles nos. 18 to 27 of the Securitization Regulation for STS securitisations;
- on the third-party verifier referred to in Article no. 27, paragraph 2, of the Securitization Regulation and to assign and revoke the authorization referred to in Article no. 28.
The document submitted for consultation defines the provisions applicable to entities supervised by Consob who participate in securitization transactions.
In particular, the procedures for notifying Consob of securitization transactions for which Consob supervises the fulfilment of the obligations established by Regulation (EU) 2017/2402 are identified. Furthermore, the organizational requirements referred to in Article no. 30, paragraph 3, of the Securitization Regulation, applicable to the subjects involved in the transaction subject to the supervision of Consob are detailed, to guarantee that they evaluate and deal with the risks deriving from the securitization transactions.
Together with the provisions, the data model containing the information for which transmission is requested is submitted for consultation.
The notification obligations to Consob (Section II, paragraph 1 and Section III, paragraph 1) apply to securitizations issued after the entry into force of the implementing provisions and to those issued after 1 January 2019 still in force at the date of entry into force of the provisions.
The obligations concerning event reporting (Section II, paragraph 2) and those concerning the notification of loss of STS requirements (Section III, paragraph 2) apply to securitization transactions issued after 1 January 2019.
The comments on the consultation document must reach Consob by 16 May 2023 online, via the Sipe (Integrated External System).