This document outlines the key players involved in a securitization transaction and their contractual duties and disclosure requirements. It discusses the originator who initiates the securitization program to lower borrowing costs, the debtors whose payment experience is important to the success of the program, and the investors who purchase the securities issued by the special purpose vehicle (SPV). Other players covered include the arranger who designs the transaction structure, underwriters who market the securities, auditors who provide financial confirmation, the depositor who transfers assets to the SPV, lawyers who ensure legal efficacy, and the SPV itself which issues securities to fund asset acquisition. For each player, the document specifies required disclosure documents and the types of information that must be disclosed.
This document discusses equalization, which refers to an accounting methodology used to ensure incentive fees are fairly allocated among investors in funds that pay performance fees. Equalization is necessary when there is active investing and redemptions to prevent inequities between shareholders. Key terms discussed include high water mark, incentive/performance fees, hurdle rate, and the free ride effect experienced by new investors. The document also examines issues like clawbacks that can occur and different equalization methods used like separate share series and consolidated approaches.
In today’s digital era, on average, people have the attention span of a goldfish: that’s why it’s important to get to the point, correctly and succinctly. Take a look at our financial glossary for a vocabulary boost.
This document provides definitions for over 50 terms related to stocks, the stock market, and financial analysis. Some key terms defined include American Depository Receipts, which allow foreign stocks to trade in the US market, arbitrage which is the practice of exploiting price differences in the same security trading on different exchanges, and cash flow which refers to a company's net income plus non-cash expenses like depreciation. Additional terms defined include preferred stock, price-earnings ratios, technical analysis, warrants, and puts and calls which are options contracts.
VanFUNDING 2016: Mechanics of Securities Crowdfunding RegulationsCraig Asano
Senior Legal Counsel, Corporate Finance, BCSC, Elliot Mak, along with Graham Stanley, General Manager, Community Futures Stuart Nechako discuss crowdfunding regulations BC from a regulator's perspective and a practical portal operators perspective.
The document provides an overview of hedge funds and hedge fund administration. It defines a hedge fund as a private investment partnership that employs both long and short positions, leverage, and derivatives to be less dependent on market direction than traditional investments. Hedge funds are largely unregulated and require high minimum investments. The document reviews the growth of hedge funds globally and lists the largest hedge funds in the US and UK. It describes the role of a hedge fund administrator in providing administrative, operational, financial, tax, and compliance support to reduce costs and burdens for fund managers and provide reassurance to investors. Key services mentioned include custody, accounting, operations, and middle office functions.
This document provides information about initial public offerings (IPOs), the process of an IPO, reasons for companies to pursue an IPO, factors to consider regarding market conditions and timing, and potential disadvantages and alternatives. It also discusses examples of IPO failures, including TheGlobe.com which saw its share price decline drastically after its IPO during the dot-com crash, and Shanda Games whose underwriters set too high of an opening share price, resulting in an immediate 14% loss.
This document provides an overview of mutual funds in India. It defines mutual funds as a way for investors to pool their money together to invest in a portfolio managed by professionals. It describes the key entities involved like sponsors, trustees, asset management companies, custodians, and registrars. It also classifies mutual funds into open-ended, close-ended, index, income, tax-saving, and other categories. The advantages of mutual funds are discussed as increased diversification, professional management, and convenience, while the disadvantages include fees and less control.
Regulation of Equity Crowdfunding in CanadaPemo Theodore
Four ways currently exist to conduct equity crowdfunding in Canada: 1) Accredited Investor Exemption for wealthy individuals; 2) Offering Memorandum Exemption allowing public offerings through a registered dealer; 3) A proposed Equity Crowdfunding Exemption for small businesses using a registered portal; and 4) A proposed Start-Up Crowdfunding Exemption for startups using an unregistered portal. Canadian securities regulators are seeking comments on the proposed new exemptions to expand crowdfunding opportunities within certain investment limits and investor protection measures.
This document discusses equalization, which refers to an accounting methodology used to ensure incentive fees are fairly allocated among investors in funds that pay performance fees. Equalization is necessary when there is active investing and redemptions to prevent inequities between shareholders. Key terms discussed include high water mark, incentive/performance fees, hurdle rate, and the free ride effect experienced by new investors. The document also examines issues like clawbacks that can occur and different equalization methods used like separate share series and consolidated approaches.
In today’s digital era, on average, people have the attention span of a goldfish: that’s why it’s important to get to the point, correctly and succinctly. Take a look at our financial glossary for a vocabulary boost.
This document provides definitions for over 50 terms related to stocks, the stock market, and financial analysis. Some key terms defined include American Depository Receipts, which allow foreign stocks to trade in the US market, arbitrage which is the practice of exploiting price differences in the same security trading on different exchanges, and cash flow which refers to a company's net income plus non-cash expenses like depreciation. Additional terms defined include preferred stock, price-earnings ratios, technical analysis, warrants, and puts and calls which are options contracts.
VanFUNDING 2016: Mechanics of Securities Crowdfunding RegulationsCraig Asano
Senior Legal Counsel, Corporate Finance, BCSC, Elliot Mak, along with Graham Stanley, General Manager, Community Futures Stuart Nechako discuss crowdfunding regulations BC from a regulator's perspective and a practical portal operators perspective.
The document provides an overview of hedge funds and hedge fund administration. It defines a hedge fund as a private investment partnership that employs both long and short positions, leverage, and derivatives to be less dependent on market direction than traditional investments. Hedge funds are largely unregulated and require high minimum investments. The document reviews the growth of hedge funds globally and lists the largest hedge funds in the US and UK. It describes the role of a hedge fund administrator in providing administrative, operational, financial, tax, and compliance support to reduce costs and burdens for fund managers and provide reassurance to investors. Key services mentioned include custody, accounting, operations, and middle office functions.
This document provides information about initial public offerings (IPOs), the process of an IPO, reasons for companies to pursue an IPO, factors to consider regarding market conditions and timing, and potential disadvantages and alternatives. It also discusses examples of IPO failures, including TheGlobe.com which saw its share price decline drastically after its IPO during the dot-com crash, and Shanda Games whose underwriters set too high of an opening share price, resulting in an immediate 14% loss.
This document provides an overview of mutual funds in India. It defines mutual funds as a way for investors to pool their money together to invest in a portfolio managed by professionals. It describes the key entities involved like sponsors, trustees, asset management companies, custodians, and registrars. It also classifies mutual funds into open-ended, close-ended, index, income, tax-saving, and other categories. The advantages of mutual funds are discussed as increased diversification, professional management, and convenience, while the disadvantages include fees and less control.
Regulation of Equity Crowdfunding in CanadaPemo Theodore
Four ways currently exist to conduct equity crowdfunding in Canada: 1) Accredited Investor Exemption for wealthy individuals; 2) Offering Memorandum Exemption allowing public offerings through a registered dealer; 3) A proposed Equity Crowdfunding Exemption for small businesses using a registered portal; and 4) A proposed Start-Up Crowdfunding Exemption for startups using an unregistered portal. Canadian securities regulators are seeking comments on the proposed new exemptions to expand crowdfunding opportunities within certain investment limits and investor protection measures.
The document provides an overview of capital markets and financing methods for companies. It discusses the primary and secondary market, and how companies can raise long-term funds through public issues, privileged subscriptions, and private placements. It explains the roles of investment bankers and underwriters in issuing securities. Other topics covered include calculating the theoretical value of rights, SEC registration, shelf registrations, and the signaling effects of issuing new securities.
Corporate finance the Initial Public Offering processJean Lemercier
Presentation on the Initial Public Offering Process by Joel Dibeton, Johan Hellman, Jean Lemercier. GIves an overview of the different steps, stakeholders and regulatory constraints, as well as a real life example with the Facebook case.
An IPO occurs when a privately owned company issues stock to be sold to the public for the first time. This allows the company to raise capital from public investors on a stock exchange. The process of going public involves hiring investment banks, preparing regulatory filings, setting an initial public offering price, and conducting a roadshow to market the stock. Some key benefits of an IPO for a company include raising funds for growth while also providing liquidity for early private investors.
Performance Fees for Investment Managers: A comparison of widely used modelsSystemic
This document compares three methods for calculating performance fees for investment managers: the whole of fund method, series of shares method, and equalization share adjustment method.
The whole of fund method calculates fees at the fund level, which can generate biased results for new investors. The series of shares method issues a new series of shares for each subscription, addressing free riding but resulting in multiple share classes.
The equalization share adjustment method ensures all investors are treated fairly by providing credits or debits to reduce fees paid based on subscription prices, allowing a single net asset value to be reported. It is the most complex to implement but provides the fairest treatment of investors.
A buyback, also known as a share repurchase, occurs when a company buys back its own outstanding shares from investors to reduce the number of shares available on the open market. Companies may do this to increase share value for remaining investors by reducing supply, or to prevent other shareholders from gaining control. The document outlines the legal provisions and process for companies in India to conduct a buyback according to the Companies Act and SEBI regulations, including establishing a capital redemption reserve and restrictions on further share issues. It provides examples of companies that have announced buybacks during the COVID-19 pandemic.
The document discusses the purpose and key areas of focus for due diligence in mergers and acquisitions. It defines due diligence as ensuring a buyer understands what they are paying for in a potential acquisition. The major purpose of due diligence is to understand all legal and financial obligations of the target company. It then outlines 10 key areas that due diligence should examine, including financials, intellectual property, customers, strategic fit, material contracts, employees, litigation, taxes, regulations, and insurance. Understanding these areas helps buyers identify synergies, risks, and properly value the acquisition.
The document discusses the different types of prospectuses required for a public issue in India. A company must file a draft offer document or red herring prospectus with SEBI at least 21 days before filing with the registrar of companies or stock exchange. The final prospectus must contain details of the offering, management, price, use of proceeds, and financial and risk information. Prospectuses act as a marketing tool describing the company and intended capital raise. IPO valuation considers financial results, legal factors, the company characteristics, and comparison to peers.
The document discusses the IPO process, including the various types of business entities, ownership structures, and advantages and disadvantages of going public. It provides an overview of the key players in an IPO, including the company, underwriters, and shareholders. The timeline of events in an IPO is outlined, from initial planning to the roadshow, pricing, and analyst coverage post-IPO. Key terms like quiet periods, shelf registrations, and costs of an IPO are also defined.
This chapter discusses the legal framework for prudent fiduciary investing and establishes that a strategy of investing in low-cost passive index funds and ETFs is the "safe harbor" or default standard. While active investment strategies are permitted, trustees must objectively justify why they are accepting greater risks, costs and taxes compared to passive strategies. The chapter outlines trustees' duty to diversify investments under the Uniform Prudent Investor Act to eliminate uncompensated risk. It also defines active and passive investment management.
The document discusses public issues and book-building methods for companies going public. It describes the different types of public issues like IPOs, FPOs, rights issues, and preferential issues. Book-building is introduced as an alternative to the traditional fixed price method for determining share prices during a public offering. The key aspects of book-building include setting a price band, bidding by investors, and deciding the final price based on demand. Reverse book-building is also briefly covered as a method used for de-listing securities from an exchange.
This document defines stock market terms from A to B. It provides definitions for terms like advanced companies, agent, Alberta Securities Commission, all-or-none order, American-style options, annual report, anonymous trading, arbitrage, ask or offer, assets, assignment, at-the-money, averages and indices, and averaging down.
Non Traditional ETFs - Frequently Asked QuestionsCiofu Lioredana
This document discusses exchange-traded funds (ETFs), including leveraged and inverse ETFs. It explains that leveraged ETFs seek to deliver multiples of daily index performance while inverse ETFs deliver the opposite. These ETFs use derivatives to achieve their objectives. The document also notes that most reset daily, so long-term results can differ from objectives, and that suitability analyses are required for recommending them.
EFG Hermes - Thoughts on Valuation - April 2016Mohamed Marei
This document initiates coverage on EFG Hermes, an Egypt-based investment bank, assigning it a "Buy" rating. It values EFG Hermes at 17.54 Egyptian pounds per share, implying 73.8% upside potential from the current market price. While EFG Hermes operates in a cyclical industry, the company has hedged volatility by penetrating new non-cyclical businesses like leasing and microfinance. The document examines EFG Hermes' business segments and justifies using a price-to-book multiple valuation approach given the current highly volatile environment.
truCrowd Education for Non accredited InvestorstruCrowd, Inc
The risks of investing in startups and the process of selling/buying securities via a funding portal (truCrowd).
The potential benefits are easy to grasp, as anyone can become a mini angel investor.
Please visit us at https://us.trucrowd.com/ to learn more.
The document discusses internal public offerings (IPOs), including:
- A brief history of early public companies and the first modern IPO by the Dutch East India Company in 1602.
- An overview of the advantages and disadvantages of going public for a private company.
- An outline of the typical IPO process including selecting an underwriter, filing registration statements, pricing shares, and distributing funds.
- Descriptions of some notable biggest IPO fails and successes in history by companies like Facebook, Pets.com, and General Motors.
- A calendar of anticipated IPOs in 2013 for companies like Square, Tableau Software, and Twitter.
Chapter21 International Finance ManagementPiyush Gaur
This document contains questions and answers about international taxation and transfer pricing. It discusses key concepts like tax neutrality, different types of taxes like income tax and VAT, how double taxation can occur if all countries tax worldwide income, and methods used to mitigate double taxation like foreign tax credits. It also covers how the organizational structure of a foreign affiliate as a branch or subsidiary can impact tax liability. Finally, it summarizes how multinational companies may use transfer pricing strategies and ways to potentially repatriate blocked funds from a host country.
The Poliwogg Regenerative Medicine Fund is a new business development company seeking $60 million in an initial public offering to invest in public and private regenerative medicine companies. The Fund will be managed by Poliwogg Advisers and aims to maximize long-term capital appreciation by investing in equity and equity-linked securities of companies involved in stem cell science and regenerative medical technologies. Investing in the high-growth regenerative medicine sector provides exposure to innovative healthcare companies addressing unmet medical needs through cell therapies, gene therapies, and other regenerative technologies.
The document defines several financial terms through short descriptions. It provides definitions for terms like "bulge bracket", "asked price", "basket", "analyst", "short call option", and "affordability index". The definitions range from 1-3 sentences each and concisely explain the key meaning or use of each term.
This document discusses the listing of securities on stock exchanges in India. It explains that companies must meet listing requirements and pay fees to be listed on an exchange like NSE or BSE. The Securities and Exchange Board of India (SEBI) regulates stock exchanges and various intermediaries involved in securities markets like merchant bankers and custodians. Basic entry norms for public issues require companies to have net tangible assets of Rs. 3 crore for 3 years and distribute profits in 3 of the last 5 years. The document also outlines the listing process, benefits and costs of being listed, and reasons why companies may delist.
Hydraulic fracturing has become a core controversy over the last decade. It involves injecting water, chemicals and sand underground at high pressure to extract oil and gas from shale rock thousands of feet below the surface. While it has significantly increased US oil and gas production, concerns about potential water pollution and large water usage have been raised. New wastewater treatment methods are helping to address these issues and allow reuse of fracking water. Overall, hydraulic fracturing has had significant economic benefits for the US through job creation and reducing energy costs, though the long term environmental impacts require further study.
The document discusses changes to production guidelines regarding the use of artiste images captured through photogrammetry or 3D scanning. It specifies that such scans may only be used for the single named production for which they were taken and cannot be used for other productions without permission. It also clarifies that producers have rights in perpetuity to use incorporated scans in all media for the production or series. The document provides additional updates regarding call confirmations, holiday pay eligibility, and payment for uniforms an artiste may be required to provide.
Founded in 2006, itpartner365.com is a Microsoft Gold Certified Partner headquartered in Austin, USA with back office operations in Belarus. They have over $4 million in annual revenue and provide Office 365 deployment, Microsoft Azure migration, IT managed services, software licensing, and web development services to commercial, government, and academic clients including the World Health Organization. itpartner365.com has received several Microsoft Partner of the Year awards for their work with Office 365 and SMB customers in Europe, the Middle East, and Africa.
The document provides an overview of capital markets and financing methods for companies. It discusses the primary and secondary market, and how companies can raise long-term funds through public issues, privileged subscriptions, and private placements. It explains the roles of investment bankers and underwriters in issuing securities. Other topics covered include calculating the theoretical value of rights, SEC registration, shelf registrations, and the signaling effects of issuing new securities.
Corporate finance the Initial Public Offering processJean Lemercier
Presentation on the Initial Public Offering Process by Joel Dibeton, Johan Hellman, Jean Lemercier. GIves an overview of the different steps, stakeholders and regulatory constraints, as well as a real life example with the Facebook case.
An IPO occurs when a privately owned company issues stock to be sold to the public for the first time. This allows the company to raise capital from public investors on a stock exchange. The process of going public involves hiring investment banks, preparing regulatory filings, setting an initial public offering price, and conducting a roadshow to market the stock. Some key benefits of an IPO for a company include raising funds for growth while also providing liquidity for early private investors.
Performance Fees for Investment Managers: A comparison of widely used modelsSystemic
This document compares three methods for calculating performance fees for investment managers: the whole of fund method, series of shares method, and equalization share adjustment method.
The whole of fund method calculates fees at the fund level, which can generate biased results for new investors. The series of shares method issues a new series of shares for each subscription, addressing free riding but resulting in multiple share classes.
The equalization share adjustment method ensures all investors are treated fairly by providing credits or debits to reduce fees paid based on subscription prices, allowing a single net asset value to be reported. It is the most complex to implement but provides the fairest treatment of investors.
A buyback, also known as a share repurchase, occurs when a company buys back its own outstanding shares from investors to reduce the number of shares available on the open market. Companies may do this to increase share value for remaining investors by reducing supply, or to prevent other shareholders from gaining control. The document outlines the legal provisions and process for companies in India to conduct a buyback according to the Companies Act and SEBI regulations, including establishing a capital redemption reserve and restrictions on further share issues. It provides examples of companies that have announced buybacks during the COVID-19 pandemic.
The document discusses the purpose and key areas of focus for due diligence in mergers and acquisitions. It defines due diligence as ensuring a buyer understands what they are paying for in a potential acquisition. The major purpose of due diligence is to understand all legal and financial obligations of the target company. It then outlines 10 key areas that due diligence should examine, including financials, intellectual property, customers, strategic fit, material contracts, employees, litigation, taxes, regulations, and insurance. Understanding these areas helps buyers identify synergies, risks, and properly value the acquisition.
The document discusses the different types of prospectuses required for a public issue in India. A company must file a draft offer document or red herring prospectus with SEBI at least 21 days before filing with the registrar of companies or stock exchange. The final prospectus must contain details of the offering, management, price, use of proceeds, and financial and risk information. Prospectuses act as a marketing tool describing the company and intended capital raise. IPO valuation considers financial results, legal factors, the company characteristics, and comparison to peers.
The document discusses the IPO process, including the various types of business entities, ownership structures, and advantages and disadvantages of going public. It provides an overview of the key players in an IPO, including the company, underwriters, and shareholders. The timeline of events in an IPO is outlined, from initial planning to the roadshow, pricing, and analyst coverage post-IPO. Key terms like quiet periods, shelf registrations, and costs of an IPO are also defined.
This chapter discusses the legal framework for prudent fiduciary investing and establishes that a strategy of investing in low-cost passive index funds and ETFs is the "safe harbor" or default standard. While active investment strategies are permitted, trustees must objectively justify why they are accepting greater risks, costs and taxes compared to passive strategies. The chapter outlines trustees' duty to diversify investments under the Uniform Prudent Investor Act to eliminate uncompensated risk. It also defines active and passive investment management.
The document discusses public issues and book-building methods for companies going public. It describes the different types of public issues like IPOs, FPOs, rights issues, and preferential issues. Book-building is introduced as an alternative to the traditional fixed price method for determining share prices during a public offering. The key aspects of book-building include setting a price band, bidding by investors, and deciding the final price based on demand. Reverse book-building is also briefly covered as a method used for de-listing securities from an exchange.
This document defines stock market terms from A to B. It provides definitions for terms like advanced companies, agent, Alberta Securities Commission, all-or-none order, American-style options, annual report, anonymous trading, arbitrage, ask or offer, assets, assignment, at-the-money, averages and indices, and averaging down.
Non Traditional ETFs - Frequently Asked QuestionsCiofu Lioredana
This document discusses exchange-traded funds (ETFs), including leveraged and inverse ETFs. It explains that leveraged ETFs seek to deliver multiples of daily index performance while inverse ETFs deliver the opposite. These ETFs use derivatives to achieve their objectives. The document also notes that most reset daily, so long-term results can differ from objectives, and that suitability analyses are required for recommending them.
EFG Hermes - Thoughts on Valuation - April 2016Mohamed Marei
This document initiates coverage on EFG Hermes, an Egypt-based investment bank, assigning it a "Buy" rating. It values EFG Hermes at 17.54 Egyptian pounds per share, implying 73.8% upside potential from the current market price. While EFG Hermes operates in a cyclical industry, the company has hedged volatility by penetrating new non-cyclical businesses like leasing and microfinance. The document examines EFG Hermes' business segments and justifies using a price-to-book multiple valuation approach given the current highly volatile environment.
truCrowd Education for Non accredited InvestorstruCrowd, Inc
The risks of investing in startups and the process of selling/buying securities via a funding portal (truCrowd).
The potential benefits are easy to grasp, as anyone can become a mini angel investor.
Please visit us at https://us.trucrowd.com/ to learn more.
The document discusses internal public offerings (IPOs), including:
- A brief history of early public companies and the first modern IPO by the Dutch East India Company in 1602.
- An overview of the advantages and disadvantages of going public for a private company.
- An outline of the typical IPO process including selecting an underwriter, filing registration statements, pricing shares, and distributing funds.
- Descriptions of some notable biggest IPO fails and successes in history by companies like Facebook, Pets.com, and General Motors.
- A calendar of anticipated IPOs in 2013 for companies like Square, Tableau Software, and Twitter.
Chapter21 International Finance ManagementPiyush Gaur
This document contains questions and answers about international taxation and transfer pricing. It discusses key concepts like tax neutrality, different types of taxes like income tax and VAT, how double taxation can occur if all countries tax worldwide income, and methods used to mitigate double taxation like foreign tax credits. It also covers how the organizational structure of a foreign affiliate as a branch or subsidiary can impact tax liability. Finally, it summarizes how multinational companies may use transfer pricing strategies and ways to potentially repatriate blocked funds from a host country.
The Poliwogg Regenerative Medicine Fund is a new business development company seeking $60 million in an initial public offering to invest in public and private regenerative medicine companies. The Fund will be managed by Poliwogg Advisers and aims to maximize long-term capital appreciation by investing in equity and equity-linked securities of companies involved in stem cell science and regenerative medical technologies. Investing in the high-growth regenerative medicine sector provides exposure to innovative healthcare companies addressing unmet medical needs through cell therapies, gene therapies, and other regenerative technologies.
The document defines several financial terms through short descriptions. It provides definitions for terms like "bulge bracket", "asked price", "basket", "analyst", "short call option", and "affordability index". The definitions range from 1-3 sentences each and concisely explain the key meaning or use of each term.
This document discusses the listing of securities on stock exchanges in India. It explains that companies must meet listing requirements and pay fees to be listed on an exchange like NSE or BSE. The Securities and Exchange Board of India (SEBI) regulates stock exchanges and various intermediaries involved in securities markets like merchant bankers and custodians. Basic entry norms for public issues require companies to have net tangible assets of Rs. 3 crore for 3 years and distribute profits in 3 of the last 5 years. The document also outlines the listing process, benefits and costs of being listed, and reasons why companies may delist.
Hydraulic fracturing has become a core controversy over the last decade. It involves injecting water, chemicals and sand underground at high pressure to extract oil and gas from shale rock thousands of feet below the surface. While it has significantly increased US oil and gas production, concerns about potential water pollution and large water usage have been raised. New wastewater treatment methods are helping to address these issues and allow reuse of fracking water. Overall, hydraulic fracturing has had significant economic benefits for the US through job creation and reducing energy costs, though the long term environmental impacts require further study.
The document discusses changes to production guidelines regarding the use of artiste images captured through photogrammetry or 3D scanning. It specifies that such scans may only be used for the single named production for which they were taken and cannot be used for other productions without permission. It also clarifies that producers have rights in perpetuity to use incorporated scans in all media for the production or series. The document provides additional updates regarding call confirmations, holiday pay eligibility, and payment for uniforms an artiste may be required to provide.
Founded in 2006, itpartner365.com is a Microsoft Gold Certified Partner headquartered in Austin, USA with back office operations in Belarus. They have over $4 million in annual revenue and provide Office 365 deployment, Microsoft Azure migration, IT managed services, software licensing, and web development services to commercial, government, and academic clients including the World Health Organization. itpartner365.com has received several Microsoft Partner of the Year awards for their work with Office 365 and SMB customers in Europe, the Middle East, and Africa.
Puppies are born blind and unable to walk, learning to do so between 2-5 weeks old. They need to eat 3 times a day until 8 months-1 year old, then 2 meals, and 1 meal as adults. Training begins the day a puppy comes home through commands like sit and come while being at their level, and they can start holding their bladder for hours as young as 2-3 months old with house training fastest using 1 designated bathroom area.
SEC compliance and disclosure, Form 8-K (sample)Arthur Mboue
Form 8-K is a filing made by companies to announce significant corporate events to stakeholders. It covers events like bankruptcy, changes in executives or accountants, and delisting notices. The filing requirements have expanded over time from 6 categories in 1977 to 9 sections and 30 items currently. Proper compliance requires controls like checklists, documentation, legal review, and board oversight to ensure all triggering events are accurately reported.
The document discusses different baptisms that occurred in the Old and New Testaments. It argues that John the Baptist's baptism was for Israelites under the Old Covenant for the remission of sins, but did not establish the New Testament church or produce New Testament Christians. It also asserts that John did not have authority over the New Testament kingdom of Christ, which was promised to Peter after John's death. The document aims to correct the view that John's baptism was the same as baptism commanded by Christ for salvation in the New Testament.
The document provides information about soccer rules and terms. It discusses the referee's role in enforcing rules like yellow and red cards. It also profiles Lionel Messi as one of Argentina's best players and describes some of his accomplishments against Brazil. Finally, it defines soccer terms like offsides, fouls, penalties, own goals, and throw-ins. The author is a third grade student named Frazer who wrote about soccer because he enjoys the sport.
The document discusses the author Dan Billingsly's view that the gospels of Matthew, Mark, Luke, and John (MMLJ) should be considered part of the Old Testament rather than the New Testament. Billingsly argues that during the time period covered by MMLJ, Jesus was fulfilling his role as the final Old Testament prophet sent only to Israel, and his teachings were focused on the Old Testament law rather than establishing the New Testament. Traditional interpretations that view MMLJ as part of the New Testament are criticized.
Jeffrey C. Gusto is a Filipino computer engineer seeking a technical role. He graduated from Rizal Technological University in 2013 with a degree in computer engineering. He has worked as a technical support specialist in Dubai since 2013, where he assists users, performs hardware and software installations, and maintains servers and networks. He is proficient in various programming languages, operating systems, and software applications.
Accountable Director and Officer proxy statement questionnaireArthur Mboue
This document is a questionnaire for a company's directors and officers regarding their independence and any related party disclosures required by securities regulations. It requests personal information, details on family/business relationships with the company, current and prior employment history, details of compensation and equity ownership in the company, and asks if the respondent has been involved in certain legal or financial proceedings. The goal is to obtain full disclosure on these topics for the company's proxy statements and regulatory filings.
OSL takes pride in the competence, professionalism and quality of our people. We currently employ more than 100 highly capable individuals, across a full spectrum of disciplines and experience, ranging from Project Directors, Principal Engineers and Testers in Charge with 20+ years of rail experience through to assistant designers, IRSE Module 5 testers and technical support staff.
Taylor Hartman is a social work student at Case Western Reserve University seeking a career in clinical social work. She has a strong educational background with degrees in psychology and sociology from John Carroll University and extensive clinical experience working with various populations including adolescents, children with autism or ADHD, and individuals in inpatient psychiatric facilities. Through internships and research, Taylor has developed assessment and treatment skills while gaining experience in program evaluation and qualitative data analysis. She is licensed as a social work trainee and has certifications in areas such as HIPAA and crisis intervention.
This document contains comments on proposed regulations regarding business and financial disclosures. It discusses several key points:
1) Sunset provisions should be included to evaluate new disclosure requirements based on complexity and impact. A staff review would help ensure changes are implementable without undue delay.
2) Disclosure thresholds may need updating as some are outdated. Materiality definitions do not require changes.
3) Principles-based and prescriptive approaches both have advantages and disadvantages for registrants and investors. Balancing the two could help preserve benefits while addressing concerns.
This document provides a UI design architecture for a website. It outlines the page structure, including pages like Home, Categories, Products. It then describes the user interface and interactive elements for each page type, such as menus and widgets. The document serves as a draft guide for designers and developers to design and build the UI of each page consistently.
Pandas eat bamboo which they break down with strong teeth. They eat around 85 pounds of bamboo per day, which is what makes them weigh between 200-300 pounds. Pandas have black and white fur and look similar to red pandas, which are also pandas but plain red in color. Their thick fur keeps them warm in freezing winter. Some additional facts are that pandas can swim well and live up to 20 years.
This document discusses the division between the Old and New Testaments in the Bible. It argues that the Gospels of Matthew, Mark, Luke, and John describe the last years of the Old Testament age, not the beginning of the New Testament. It claims that the division between Malachi and Matthew was first inserted by Roman Catholic publishers in 1486 AD and is not based on the oldest biblical manuscripts. Letters from biblical scholars and authorities are presented to support this view that the "title page" separating the Old and New Testaments was a later addition and not part of the original text.
SEC compliance and disclosure- Annual Report to the Shareholders, the case of GEArthur Mboue
This document discusses the requirements and process for preparing and distributing a company's annual report to shareholders. It covers SEC rules requiring companies to prepare an annual report and distribute it to shareholders. It outlines the roles and responsibilities of management, directors, advisors and counsel in preparing the report. It also describes the typical format and contents of an annual report, including financial statements, letter to shareholders, business descriptions, and other information. Finally, it discusses delivery requirements for annual reports to the SEC and stock exchanges.
Ipo process, how price band determined, role of merchant banker & underwriterBiswajit Bhattacharjee
The document discusses the IPO process and the roles of merchant bankers and underwriters. It provides details on how the price band for an IPO is determined, with the company deciding the price band in consultation with merchant bankers. It also outlines the services provided by merchant bankers such as corporate counseling, credit syndication, issue management, and portfolio management. Underwriters ensure subscription to shares by committing to subscribe to any shares not purchased by investors, for a commission.
The document discusses the key intermediaries involved in the primary market for securities. It identifies 6 main intermediaries - 1) Merchant Bankers who assist companies with origination and issue management activities, 2) Underwriters who guarantee to purchase unsold shares, 3) Brokers who market and distribute the issue, 4) Registrars who handle application processing and allotment, 5) Bankers who collect funds and distribute forms, and 6) Depositories like NSDL and CDSL who provide electronic holding of shares. Together these intermediaries facilitate the process of public issuance and trading of new securities.
Right Horizons Portfolio Management Pvt. Ltd. is a portfolio manager registered with SEBI. It offers discretionary portfolio management services. The company was incorporated in 2010 and is a wholly owned subsidiary of Right Horizons Financial Services Pvt. Ltd. The directors have extensive experience in finance and investment advisory. The document provides details on the services offered, risk factors, fees and performance of the portfolio manager.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions ...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on purchasing such assets. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2021/
Securities Private Placements, Including Through Crowdfunding and Online Offe...Parsons Behle & Latimer
This document discusses securities private placements and offerings under exemptions from registration requirements. It defines what constitutes a security and outlines tests like the Howey test to determine if an investment is a security. It provides examples of offering structures and discusses the regulatory framework and exemptions like Regulation D, Rule 506(b), and Regulation Crowdfunding. It also covers topics like accredited investors, general solicitation rules, disclosure requirements, integration of offerings, and regulatory goals around investor protection and capital formation.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions:...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the bankruptcy code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2020/
The document discusses various legal entities for raising film production capital including C corporations, S corporations, and limited liability companies. It then summarizes options for private securities offerings under federal and state laws, including registration exemptions, investor qualifications, disclosure requirements, and prohibitions on general solicitation. Key considerations for working with creative parties like owners, directors, and actors are outlined related to rights, compensation, credits, and level of creative control.
Sale of a Business - Legal Risk Factors and Due diligenceTom Meagher
This document summarizes the key risk factors and due diligence considerations for a buyer purchasing a business. It outlines 6 areas for buyers to focus on: 1) Ensuring the sales contract allows for comprehensive due diligence; 2) Documents and warranties to review; 3) Relevant business registers; 4) Factors that could hinder due diligence and settlement; 5) Mitigating risks before and after settlement; 6) Concessional transfer duty rates that may apply in Western Australia. The presentation is delivered by Tom Meagher, a commercial law director at Murfett Legal, to help buyers navigate legal risks when purchasing a business.
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
This document discusses various aspects of raising capital through a public issue in the primary market. It describes the objectives of issuing capital, parties involved like managers, registrars, underwriters, bankers, advertising agents, and government agencies. It also covers aspects considered in selecting underwriters, placement of issues through prospectus, rights issues, private placements, book building, and factors for investors to consider.
This document provides an overview and summary of accounting standards for lease accounting. It defines key terms related to leases and outlines the current rules for classifying leases as either finance or operating leases. It also summarizes the accounting treatment for both lessees and lessors for finance and operating leases, including required financial statement disclosures. The document concludes by mentioning that major changes to lease accounting are being considered that would require most leases to be recognized on the balance sheet.
The document provides an overview of the key steps involved in M&A deals for new associates, including preparing a company for sale, negotiating preliminary documents, conducting due diligence, drafting the purchase agreement and disclosure schedules, ancillary agreements, public merger disclosure requirements, closing the deal, and post-closing integration considerations. It includes checklists and resources for each step to support new associates in successfully moving M&A deals forward.
Ad09a Role Of Sebi And Securities MarketGOEL'S WORLD
The document discusses the role of SEBI in regulating the securities market in India. It outlines various malpractices in the market like price manipulation and insider trading. It then describes SEBI's regulatory functions like regulating stock exchanges and intermediaries, prohibiting unfair trade practices, and promoting investor education. SEBI has powers to regulate listings, inspect stock exchanges and intermediaries, and enforce conduct rules. Guidelines are provided for public issues regarding prospectus disclosures, minimum subscription levels, and allotment procedures. Secondary market guidelines cover stock exchanges, FIIs, rights issues, and measures for investor protection.
The document provides an overview of the Indian securities market, including its key segments and participants. It discusses the primary market process for floating new issues through public offerings, rights issues, and private placements. It also summarizes the roles of various intermediaries like merchant bankers and registrars involved in the issuance process. Additionally, it covers secondary market trading and settlement, and describes the structure and regulation of the Indian financial system.
This webinar provides an overview of key concepts and best practices for professionals advising companies seeking to acquire assets out of bankruptcy. It discusses the benefits and challenges of purchasing assets via a Section 363 sale, the roles of important players like stalking horse bidders and secured creditors, and strategies for negotiating asset purchase agreements, bidding procedures, conducting due diligence, participating in auctions, and obtaining court approval of the proposed sale. The webinar is intended to help attorneys, accountants, and other advisors effectively guide clients pursuing bankruptcy asset acquisitions.
CROWDFUNDING 2022 - Crowdfunding from the Start-Up's Perspective Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Bonds are debt securities where the issuer owes holders a debt that must be repaid. They are issued by public/private entities and have a fixed term. The return on bonds comes from coupon interest payments, reinvested interest, and capital gains/losses. Bonds have features like principal amount, coupon rate, and maturity date. The bond market includes issuers seeking funding, investors seeking yield, and regulators providing oversight. Common bond types include fixed rate, floating rate, high yield, and zero coupon bonds. Risks include credit, market, reinflation, and liquidity risk.
Preparing for the Crowdfunding Revolution Dara Albright
A wave of financial innovation and regulatory reform is revolutionizing Wall Street and popularizing new asset classes aimed at democratizing the flow of capital and giving smaller investors and businesses greater opportunities to prosper. As a result, the financial services industry is undergoing a dramatic transformation that is rapidly rendering traditional banking and brokerage revenue models obsolete, conventional capital raising strategies unfeasible and typical asset class returns negligible. This is a must-view presentation for all broker-dealers, investment bankers, financial advisors, issuers and investors looking to capitalize on this surge of industry disruption. This presentation helps prepare investors, asset allocators and issuers for the forthcoming Crowdfunding Revolution. It is loaded with the latest financial and legal knowledge from renowned crowfund industry experts.
UNDERSTANDING EFFECT OF PAST MONETARY POLICIES 2.docxArthur Mboue
The document summarizes monetary policies and economic conditions in the United States from 1994 to 2003. Key details include the Federal Reserve's adjustments to interest rates and reserve requirements over time in response to changes in GDP growth, unemployment, inflation and other economic indicators. The US economy experienced periods of growth as well as recession and recovery over this time frame.
Chronology of market and monetary policyArthur Mboue
1. This document provides a chronological overview of major events impacting the US market and monetary policy from the colonial era through 2000, including the establishment of early stock exchanges, passage of key legislation, and admissions of states to the union.
2. It describes the founding of important early American financial institutions like the First Bank of the United States in 1791 and the New York Stock Exchange in 1792.
3. The document also summarizes landmark laws passed by Congress in the 1790s that established the US Treasury Department, authorized the minting of coins, and imposed the first internal revenue tax on distilled spirits.
This document summarizes the banking laws and systems of various US states during the Free Banking Era from 1837 to 1863. It provides details on the capital requirements, eligible bonds, note security requirements, liability structures, and dissolution procedures for each state that had free banking systems and allowed for privately-issued bank notes. The majority of states required bonds as note security, capitalization over $50,000, specie reserves for notes in circulation, and gave noteholders preference over other creditors in dissolution proceedings. A few states had no free banking system or privately-issued notes. In total, over 400 free banks operated across these states during this period.
SEC Performance and Accountability FY 2017 for Executives and BoDArthur Mboue
The SEC met or exceeded most of its performance targets for FY2017. Key highlights include:
- The SEC completed reviews, examinations, and enforcement actions on schedule or ahead of most targets.
- Outreach and education efforts significantly surpassed targets, with high customer satisfaction.
- Training attendance and staff retention exceeded expectations.
- The SEC collaborated effectively with domestic and international regulators on enforcement and compliance.
This document discusses President Trump's position on reforms to the leadership and operations of the World Bank Group. It analyzes Trump's views on issues like appointing leaders with financial expertise, reducing the US contribution to replenishments, graduation of borrowing countries, China's influence, and increasing transparency and anti-corruption measures. The document suggests the World Bank focus each division on its own mission and sources of funding. It argues the US should market any decisions against countries sponsoring terrorism to the UN. Overall, the document calls for World Bank reforms but recognizes the political challenges involved in implementing changes.
Road followed by information while dealing with secArthur Mboue
1. The document outlines the process that companies and executives may follow when misreporting financial information to regulators and investors. It involves several phases from initially considering misreporting options, to creating and disclosing manipulated data, to potential investigations and negotiations with regulators.
2. If regulators discover issues, companies can negotiate agreements like NPAs or DPAs to avoid charges if they cooperate and improve compliance. However, failure to comply with such agreements can result in voiding the agreement and criminal charges and trials being pursued.
3. The process is described as taking many steps over long periods of time, involving strategic decisions by company staff and negotiations with regulatory staff, to maximize benefits of misreporting while minimizing risks of being caught and facing
CCAR and DFAST are annual stress tests that financial institutions must conduct to assess whether they would remain well capitalized during economic downturns. CCAR applies to banks with over $50B in assets, while DFAST applies to banks between $10-50B. Both tests involve multiple economic scenarios developed by the Federal Reserve and require companies to submit capital plans and projections to regulators. The tests aim to ensure banks maintain sufficient capital buffers to continue operations during a crisis and promote financial stability.
Sec edgar research study comprehensive approach 2Arthur Mboue
The document describes various types of corporate filings submitted to the SEC, including registration statements under the 1933 Act like Forms S-1, S-2, S-3, and S-3 ASR. It notes that these filings provide information to help investors make investment and voting decisions. However, it also cautions that some forms like S-3 ASR may be less reliable due to a lack of SEC review and ability to omit certain disclosures. Overall the document aims to help users understand SEC filing requirements and limitations of different forms for investment analysis.
Big trailer dealing with the sec staffArthur Mboue
The document provides an overview of securities regulation and the SEC's role in regulating markets and enforcing disclosure requirements. It summarizes the SEC's mission to protect investors, maintain fair markets, and facilitate capital formation. It also outlines the SEC's organizational structure and divisions. Additionally, it reviews key events that led to the establishment of the SEC like the 1929 stock market crash and outlines major securities laws and acts passed over time like the Securities Act of 1933 and Securities Exchange Act of 1934.
Summary of Dealing Effectively with the SEC StaffArthur Mboue
Arthur Mboue's document summarizes the process of dealing effectively with the Securities and Exchange Commission (SEC) staff. It outlines the various SEC divisions and typical timelines, including an average of 29 days for the SEC to issue its first comment on filings and 41 days to complete the comment process. It also describes potential post-filing outcomes like investigations, trials, and agreements like Non-Prosecution Agreements and Deferred Prosecution Agreements to settle charges.
This document lists over 100 published research articles, unpublished working papers, teaching materials, short films, songs, and a book that the author has written on topics related to governance, regulation, and operations of the World Bank, SEC, and other financial institutions. It also references unpublished teaching slides, lyrical works, and articles about preserving historic homes and reflecting on difficult personal experiences. Overall, the document outlines the extensive publications and creative works produced by the author on financial, legal and public policy issues.
The document discusses funding sources for the World Bank Group, which includes the World Bank, International Bank for Reconstruction and Development (IBRD), International Development Association (IDA), International Finance Corporation (IFC), and Multilateral Investment Guarantee Agency (MIGA). It outlines that in 2016, the World Bank Group committed $64 billion in loans, credits, and grants from various funding sources. These include equity contributions and donations from member countries, retained earnings, borrowing from capital markets and between divisions, and unpaid capital subscriptions. The document provides details on funding sources and amounts for each division in 2016, including the large unpaid capital subscriptions that members like the US provide as contingent funding in case of crisis.
The world bank governance at its crossroadsArthur Mboue
This document outlines the voting requirements for various decisions and amendments at the four major institutions of the World Bank Group: the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), International Development Association (IDA), and Multilateral Investment Guarantee Agency (MIGA). It details what percentage of votes or governors is needed for decisions such as capital increases, election of the president, termination of operations, amendments to charters or bylaws, and more. Key requirements include supermajorities like 3/4 or 4/5 of total voting power for certain important decisions, and weighted majorities like 3/5 of members with 85% of votes for charter amendments.
Laws related to voice reform at the world bank groupArthur Mboue
1. The document discusses reforms to voting rights and power at the World Bank Group. It outlines changes in the percentage of voting power held by developed and developing countries for various divisions of the World Bank like IBRD, IDA, IFC, and MIGA.
2. Trends in the top eight shareholder countries' voting power from 2009-2016 are shown. The US and China have seen increases while European countries have experienced decreases.
3. The reforms and changes in voting power allocation aim to address complaints from World Bank employees and member countries about the President's management style and lack of representation in decision making.
International financial institutes in crisisArthur Mboue
- Jim Kim was reappointed for another term as World Bank Group President despite calls from employees to fire him for his management style, including firing talented employees and intimidating staff.
- Dominique Strauss-Kahn resigned as IMF Managing Director in 2011 after being arrested for sexual assault. There are questions about whether he favored countries with legalized sex work in loan approvals.
- Christine Lagarde was found guilty of negligence by a French court for improperly handling an arbitration case while serving as French Finance Minister, raising integrity questions about favoring political friends over her actual employers.
The document compares the by-laws of four World Bank Group subsidiaries - IBRD, IDA, IFC, and MIGA - across 22 provisions. For many provisions, the by-laws of the other subsidiaries state that the by-laws of IBRD should apply mutatis mutandis (with necessary changes). Key areas addressed include the place of business, meetings of the Board of Directors, selection of chairmen, voting procedures, terms of service, delegation of authority, and amendments to the by-laws. The by-laws differ more for the IFC in some provisions such as selection of chairmen, terms of service for directors, and application for membership.
World bank group governance is here to stayArthur Mboue
1. The World Bank group governance structure was adapted from corporate governance models to suit the "social bank" context. This structure guides policy decisions for the World Bank group leadership and its various institutions.
2. The board of governors acts ceremonially and delegates authority to the board of executive directors for day-to-day supervision. The executive directors represent member countries, either individually or in constituencies of multiple countries.
3. Voting power disparities between countries led to the constituency system to reduce differences, but questions remain about incentives for executive directors to represent all countries in their constituencies equally versus their own. Consensus decision-making further shifts control away from votes.
This document contains comments on proposed changes to SEC regulations regarding financial statement disclosures required for business acquisitions and other transactions. It discusses proposed modifications to significance tests used to determine disclosure requirements for acquired businesses, equity method investments, and collateralized securities. The commenter recommends replacing existing tests with simpler tests based on revenue and fair value to improve the reliability and understandability of disclosures for average investors. The commenter also provides feedback on changing requirements for pro forma financial statements, consolidated financial statements of guarantors, and scaled disclosures for smaller reporting companies.
The document discusses proposed changes to Regulation S-X disclosure requirements for business acquisitions and investments. It suggests replacing the current significance tests with a revenue test and fair value investment test to improve reliability. It recommends limiting the scope of Rule 3-09 disclosures to equity method investments not carried at fair value, and allowing abbreviated interim disclosures without audited financial statements for immaterial investees. Overall, the proposed changes aim to increase the quality, usefulness and reliability of disclosures while reducing compliance costs.
1. 1 | Research conductedby Arthur Mboue
Players (type) Contractual duties Item
number
or form
Basic disclosure Required documents Detailed Content
Originator/sponsors
(mostly large
financial
institutions,
commercial
enterprises, big real
estatecompanies &
mediumsized
enterprises)
Thisentity initiatesthe
securitizationprogramfor
lowercostsof borrowing,
alternative source of
borrowingandaccelerate cash
receipts
1104,
prospect
us,form
abs 15-G,
prospect
us
Provide the following
informationaboutthe sponsor
State the sponsor’sname
and describe the sponsor’s
formof organization
Describe the general
character of the sponsor’s
business
Securitizationprogram
o General discussion
regardingassetsof
any type
o Detaileddiscussion
regardingassets of
the type being
securitized
o Size,composition
and growthof
relevantasset
portfolio
o Otherinformation
material toanalysis
of the pool asset,
such as prior
securitization,early
amortizationor
defaults
Describe the sponsor’s
material rolesand
responsibilitiesinits
securitizationprogram
If applicable,disclose pool
assetsrepurchase activityfor
all of the sponsor’s
securitization
Agreementtotransfer
the receivables
Assetpurchase & sale
agreementorloan
(consignment/pledge)
agreement
Agreementstoprovide
creditenhancementor
liquiditysupport(if
applicable)
Clean-upagreement
Servicingagreement(if it
alsoacts as a servicer)
Must be clear
Containsrepresentations,
warrantiesandany criteria
the receivablesmustsatisfy
The SPV’srecourse andrights
againstthe originatorfor
breachof representation,,
warrantyor contractual
termsby the originator
Originator’sobligationto
repurchase anyreceivable
not eligible atthe
representation
If the originatoralsoactsas a
servicer,itwill be aprovision
givingthe rightto the
originatortopurchase all the
remainingsecuritieswhenit
reachesa certainlevel
2. 2 | Research conductedby Arthur Mboue
Debtor (anytype of
customersof the
originator-each
personliable forthe
full orpartial
paymentor
performance of any
loanor debt
whethersuch
personisobligated
directly, indirectly,
primarily,
secondarily,jointly
or severally)
Theyare the originator’s
obligors. Theircreditscores
and historicpayment
experience are nucleustoa
successof the full ABS
program. Theydo notneedto
be notifiedof,consenttothe
transferof the receivables
because theyare not
participatingpartiesinthe
securitizationprogram.
Estimate of lossesor
allowance forlossesrequires
considerationof historical loss
experience adjustedfor
currentconditionand
judgmentsaboutthe probable
effectsof relevantobservable
data includingpresent
economicconditionssuchas
delinquencyratesforhealthof
specificcustomersandmarket
sectors,collateral valuesand
the presentandexpected
future levelsof interestrates.
The underlyingassumptions,
estimatesandassessments
usedto provide forlossesare
updatedperiodicallytoreflect
currentconditions. These
assessmentsare subjectto
regulatoryexaminations
whichcan resultinchange to
these assumptionsorworse.
1112,
prospect
us,FWP,
10-D, 10-
K
Provide informationabout
each significantobligorand
the nature of the obligation
For obligorsthatare notABS
issuers,provide information
o Summaryfinancial
informationfor10%
obligors
o Auditedfinancial
statementfor20%
obligors
If the obligorisAnissuing
entityof ABS:the discussion
requirementunderitems
1104, 1115, 1117, and 1119
of RegAB applied
Bill
Sale notice orsale
agreement
Lease or rentcontracts
Itemnumber
Warranty duration of buyer
Price agreedon
AgreedInstallationpayments
Investors(financial
institutions,
insurance
companies,pension
Purchase the securities
issuedbythe SPV
Receive interestand
principal paymentsfrom
Prospect
us,1111
To enhance theirknowledge
of the ABSbefore any
investment,investorswould
alsorelyon
Securitypurchase
agreement
Securitytrustdeed
(certificate)
Index of stockpurchase
agreement
o Definition
o Sale and purchase of
3. 3 | Research conductedby Arthur Mboue
funds,hedgefund
and wealthy
individuals)
the payingagentas
scheduled
o State of Pool assets
o Tax matters
o Legal proceedings
Pool assets:
Describe the pool assetswith
a tabular representationof
average pool tosales,
average balance,weighted
average coupon,average
age,remainingterm,average
loanto value or simple ratio
and weightedaverage
standardizedcreditscore or
otherapplicable measureof
obligorcreditquality
o Describe the typesof
pool assetsto be
securitized
o Describe material
termsof the pool
assets
o Describe solicitation,
creditgranting
o Provide the method
and criteriabywhich
the pool assetswere
selectedforthe
transactions
o The cut-off rate or
similardate for
establishingthe
compositionof the
assetpool,if
applicable
o Identifybrieflylegal
and regulatory
provisions
o Provide the nature
Stock certificates
Offeringmemorandum
Investorqualification
questionnaire (forPPM)
Subscriptionagreement
Agreementtobecome a
party to shareholders
shares
o Representationand
warrantiesof seller
o Representationand
warrantyof buyer
o Certaincovenants
o Conditions
precedent
o Terminationpolicies
o Indemnification
4. 4 | Research conductedby Arthur Mboue
of the reviewof the
assetsperformedby
an issueror sponsor
o Disclose whichentity
determinesthat
those assetsshould
be includedinthe
pool despite
o Provide atabular
presentationof the
pool asset
characteristics
Chosenby the sponsorofthe program
Arranger/structurer
(financial
institution)
Designthe structure of
the program
Designthe structure of
the riskprofile of the
receivablesinorderto
create tranchesand their
sequentialpayments
schedules
Designa creditarbitrage
strategy
Arrangescredit
enhancement
Designa liquid strategy
Designa profitextraction
method
List andmake
arrangementof
counterpartiestotake on
risks
Ensuresthat the
transactionproceeds
througheach step is
closed
Make agreementwithfirst
buyersof the securities
prospectus Disclose the arrangername
and itsformof
organization
Describe the characterof
the arranger business
Describe the arranger
material rolesand
responsibilitiesinits
securitization
Disclose the arranger
relevantfactsits
participationinstructuring
the transactions
Disclose the arrangerother
informationincludingthe
size,type andgrowth
Disclose the arranger’s
experience andthe period
of time thatthe arranger
has beenengagedinthe
securitization
Subscriptionagreement
Agreementbetweenthe
corporationand
investmentbankers
Agreementamong
bankers
Agreementsbetween
investmentbankersand
underwriters,dealersor
QIB
Offeringmemorandum,
prospectus(offering
circular)
Purchase agreement
betweenthe company
and the initial purchasers
Legal opinionsand
Comfortletters
Provisionsrelatedtothe
initial purchase price forthe
securitiesonthe issue date,
subjecttoconditionsrelating
to
o The SPV’slegal status
o Listingandrating of
the securities
Provisionrequiringa
cancellationof asale to
investorsif amaterial
adverse eventoccurs
betweensigningthe
subscriptionagreementand
closingthe securitiesissue
5. 5 | Research conductedby Arthur Mboue
Underwriter
Managers (financial
institution)
Exercise agreementas
firstbuyerof the
securities
If it is a PPM, select
qualifiedinvestors
Market the securitiesto
the investors,brokersand
qualifiedbuyers
prospectus Indicate the underwriter
name and addressand
telephonenumberof its
registeredoffice
Describe the characterof
itsbusiness
List all the typesof
underwritersinvolvedin
thissecuritizationandtheir
duties
Describe the permissible
activitiesandrestrictions
on the activities
Disclose the total amount
of feestobe paid
Provide informationabout
originator’sunderwriting
criteriaforthe assettypes
Disclose the anticipated
schedule forthe offering
and descriptionof market
events
Describe the procedures
by whichthe underwriter
will conductthe offering
and the proceduresfor
transactionsinconnection
withthe offeringwithan
underwriterand
participatingdealer
Agreementbetweenthe
sponsorand
underwriters
Agreementbetweenthe
underwritersanddealers
Provide information
aboutoriginator’s
u8nderwritingcriteriafor
the assettypes
Disclose the anticipated
schedule forthe offering
and descriptionof
material events
Describe the procedures
by whichthe
underwritingwill
conduct the offeringand
the proceduresfor
transactionin
connectionwiththe
offeringwithan
underwritingor
participatingdealers
Agreementamong
underwriters(AAU)
Underwriters
questionnaire and
responses
Numberandtype of
securitieseachmanagerhas
agreedto buy
Paymentandallocationof
the managers’commission
Delegatespowertothe
arranger/leadmanagertoact
on behalf of the syndicate
Auditors
(Accountingfirms,
mostlybig4, kpmg,
PWC, Ernst & Young
and Deloitte)
Provide confirmationof
financial informationin
relationtothe SPV,and
any guarantors,andthe
receivablesthemselves
Involvedinthe latestaudit
reportand financial
statementsof the vehicle
Provide the name of the
auditingfirm
Describe itsmaterial role
and responsibilitiesinthe
securitization
Provide the general
character of its business
and itsactions
Auditingagreement
Discussionwiththe
independentauditor
report
Reportfrom
management
Comfortletters
Addressedtounderwriter
managers
o 1st
at the time of
signingof
subscription
agreement
o 2nd
justbefore
completion
6. 6 | Research conductedby Arthur Mboue
For newlyincorporated
SPV, reporton itsposition
immediatelyfollowingthe
securitization
Provide the due diligence
results(change ornot)
Carry-outthe financial
modelingof the cashflows
Conductand disclose the
resultsof financial analysis
of the collateral
File the required reportto
be includedinthe offering
and disclosure documents
Disclose the auditorreport
Disclose if auditoropinion
isunqualified,qualified,
adverse ordisclaimer
Provide fees,directand
indirectandall the
engagementtobe paid
(fee andexpensestable)
It mustbe dated,signed
and state of certificationof
the leadauditoror firm
SAS59 requiresauditorto
evaluate goingconcernfora
reasonable time with
explanationparagraphif
neededtoenhance
managers’knowledge
o Discussthe degree of
independenceof the
auditorand auditor’s
consentduringthis
assessment
o State reasonsfor the
offering
o Confirmsthe
reliabilityof the
unauditedfinancial
information
The report must
o Be dated
o Be manuallysigned
o Indicate the cityand
state
o Identifythe financial
statementand
reportsthat theydid
cover
o Must followPCAOB
standards
Depositor
(originatoritself or
any financial
institution)
A SPV acts as a depositor
and registrant.
Conveys,assigns,receives,
purchasesandtransfersor
sellsthe pool of assets
(real,personal andmixed,
whereverlocatedand
howeveracquired) or
receivablestothe issuing
SPV
1106 If it is differentfromthe
sponsor,
o Provide its
ownership
structure
o Provide general
character of its
activities
o Discussits
continuingduties
Purchase and
assumption agreement
Purchase price
Manner of conveyance
Warranty provisions
Recourse provisions
Paymentdate
Servicingprovisions
Reversal clause
Agreementwithrespectto
safe deposit
Governinglaw
7. 7 | Research conductedby Arthur Mboue
afterissuance Successionprovision
Securitiesfinance
lawyers (lawfirms
specializedin
financial
transactionsand
securitieslaw)
Ensure a legal efficacyof
the structure
Advise onthe legal and
regulatoryaspectsof the
structure
Advise onthe tax aspects
of the structure
Draft and negotiate the
legal documents andcases
Establishthe relevant
legal entities
Reviewthe corporate
capacityand authority
(includingdelegationof
authority) of eachparty
prospectus Provide name of the law
firmand itsexpertise and
experience relatedtothis
type of securitization
Describe the formmaterial
contractual dutiesinthe
securitization
Provide the nature,terms
and limitationsof its
contractual agreement
Retentionagreement
Legal opinion
Comfortletters
All contractual
agreements
shouldinclude opinionson
o each party’scapacity
and authority
(includingdelegation
of authority) toenter
intoa transaction
o whetherthe
transaction
documentshave
beendutyexecuted
and representlegal
bindingand
enforceable
obligations
o whetherthe
requisite consents
and authoritieshave
beenobtainedand
registrationsmade
timely
o whetherall legal
formalitiesforthe
transferof
receivableshave
beencompliedwith
o whethersecurity
interestare effective
o whetherchoice of
lawand state of
organization
provisionare
effective
o tax treatmentfor
each jurisdiction
Issuer- Special
Purpose Vehicle
(establishedbythe
Thisis a pre-existingor
newlycreatedSPE(mostly
a trust but alsoa LLC, LLP
1107, 10-K Describe thisentityandits
formof organization
Describe itspermissible
almostall agreements Offeringcircular:
termsand conditionsof the
securities
8. 8 | Research conductedby Arthur Mboue
originatorandthe
structurer)
or corporation) forthe
purpose of the
securitization. Itisthe
nucleusof the
securitization. Itissues
securitiesinPPMor public
offeringmarket.
It buysor receivesthemas
a loan
In case of sale,the
originatorwill remove
themfromits legal control
and portfolio
It alsoissuesdebt
securitiestothe investors
to fundthe acquisitionof
beneficial interestrights
activitiesanddiscretionary
activitieswithregardto
the administrationof the
assets
Describe anyassetsowned
or to be ownedbythe
issuingentity
Describe itsboardof
directorsor the like,if
applicable
Describe the capitalization
of issuingentityandthe
amountof anyequity
contributingtothe entity
Describe sale andtransfer
of the pool assetstothe
issuingentity
Describe anyarrangement,
provisions,expensesand
bankruptcy provisions
informationaboutSPV
informationonthe
underlyingassetson which
the securitizationisbased
mustcomplywithlegal
requirementsapplicableto
securitiesofferingsineach
jurisdictionwhere securities
are listedandthe jurisdiction
where the SPV is
incorporatedororganized
Chosenby the SPVleadership
Security Trustee
(professional
corporate trustee)
He isthe guardianof the
trust certificatesissuedto
newownersof securities
Holdscertificatesaccounts
before distributiondate
Makes paymentto
investors
Holdsnote and securities
documents
Holdsand drawson
reserve fund
Advancesonbehalf of
Master servicer,if
necessary
Maintainscertificate
register
1109 Some disclosure relatedto
Trustee mayapplyto them
trust deed Provisionsabout
the securityinterestoverthe
assetsmakingupthe security
package
Securitytrustees
enforcementpowersand
rightsto deal withthe assets
comprisingthe security
package
9. 9 | Research conductedby Arthur Mboue
OverseesMaster
servicer’sperformance
Representsinterestof all
certificate holders
Holdsand reinvests
reserve fundamounts,
payoutexcesstothe
originatororinvestors(it
dependsoncontractual
agreement)
Calculatespaymentsof
certificate holders
Trustee (appointed
corporate trustee)
isappointedtolookafter
the interestsof the
investors.
can holdassetsgrantedto
investorsandbenefit
(includingbeneficial
interests) of covenantand
rightsinthe securitization
on behalf of the investors.
has fiduciaryduty
obligationtowardthe
investorstosafeguardthe
assetspledgedas
collateral.Leadedbya
Master, trusteescan
conferreal and
discretionaryrightstothe
investorsbeneficiariesof
the trust.
1109 Disclose the trustee name,
itsduties,responsibilities
and itsformof
organization
Describe the trustee prior
experience
Disclose anyactionsthat
wouldbe requiredbythe
trustee uponan eventof
default,potential eventof
defaultaswell asrequired
percentage of a classor
classesof ABS thatis
neededtorequire the
trustee totake action
Describe anylimitationson
the trustee’sliabilityunder
the transaction
agreementsregardingthe
ABS transaction
Disclose anycontractual
provisionorunderstanding
regardingthe trustee’s
removal,replacementor
resignationaswell ashow
the expensesassociated
securitytrustdeed
Trust Certificate
SPV’scovenantstopaywhich
runs parallel withthe SPV’s
promise topay inthe
certificatesrepresentingthe
securities
SPV’sfurthercovenants,
representations and
warrantiesforthe benefitsof
the investors
Schedule of termsand
conditionssetout inthe
offeringcircularandthe form
of certificatesrepresenting
the securities
10. 10 | Research conducted by Arthur Mboue
withchangingfromone
trustee toanothertrustee
will be paid
Chosenby the structurer/arranger or trustee ofthe SPVon behalfofthe SPV
Paying agent (major
bank)
Setout agentpowers,
duties
Setout documents
policies concerning
paymentstoinvestors
prospectus Provide the name of the
payingagentand itsform
of organization
Describe the payingagent
material rolesand
responsibilities inthe
securitization
Provide the general
character of its contractual
agreement
Provide itsexperience in
the securitizationand
indicate astatementor
reportincludedattributed
to such experience
includingprioractions
Provide feesandexpenses
tablesindicate toeach
itemandits purpose
Payingagency
agreement
Setsout techniquesfor
paymentstoinvestorsof
principal andinterests
Mechanismto exchange or
replace damagedorlost
certificates
Servicer(alsoacts
somethingas
receivingandpaying
agent,originator
itself or)
Collectingprincipal,
interestandescrowfrom
the borrowers
o Late paymentfees
o Legal document
prepaidfee
o Float
o Otherdue to the
issuer(servicer)
Payingtaxesand
insurance fromescrowed
funds
Monitoringdelinquencies
Workouts/restructurings
Executingforeclosures
1108 Provide servicing
experience of the company
o General
o Relating toassets
of the type being
securitized
Discussmaterial changes in
servicingpoliciesduring
past 3 years
Discussinformationabout
financial condition,if
material
Provide material termsof
servicingagreement
o Advancing
Servicingagreement
Cleanupagreement(if it
alsoplaysan originator
duties)
Main dutyto collectamounts
due underthe receivables
contracts
Procedures andactionsto be
takenagainsttroubled
debtors
Provisionsabouttroubled
debtormanagement
(includingdefaultnotice,
collectiontimeline and
notices,repossessionand
liquidation)
11. 11 | Research conducted by Arthur Mboue
Remittingfeesto
guarantors,trusteesand
othersprovidingservices
In some case including
revolvingstrategy,
investingfunds
temporarilypriortotheir
distribution
Accountingforand
remittingprincipal and
interestpaymentstothe
holdersof beneficial
interestsinthe financial
assets
o Proceduresof
handling
delinquentand
defaultedassets
o Abilitytowaive or
modifyfees
o Abilityto
documentcustody
Provide limitationson
servicer’sliability
Discussback-upservicing
arrangements
Investment
manager (collateral
managerand 3rd
party investment
managementfirm)
The portfolioof
receivablesunderlyingthe
securitizationrequires
active management
o Determine the
assetsmakingup
the portfolioboth
initiallyandonan
ongoingbasis
o Negotiate and
enteragreements
for the
acquisition,
managementand
sale of receivables
o Deal with
valuationsof the
portfoliorequired
by the SPV
o Complywith
reporting
requirements
relatingtothe
assetportfolio
Prospectus,
FWP
Provide the name of the
investmentmanagerand
itsform of organization
Describe the investment
managermaterial roles
and responsibilitiesinthe
securitization
Disclose there any
restrictiononthe manager
duties
Disclose general character
of itsbusinessactivities
Provide the nature and
termsof itscontractual
agreement
Provide total amounts
fees,directandindirectto
be paid
Investmentmanagement
agreement
Vendortradingpartner
agreement
Strict eligibilityguidelinesin
respectof the assetsthat
may formpart of the
portfoliowhichthe
investmentmanagermust
complywith
eventstriggeredthe
replacementof the manager
compliance withstrict
investmentmanagement
reportingrules
12. 12 | Research conducted by Arthur Mboue
Paidon a percentage basis
plusotherdiscretional
incentive
Can be requiredtoholda
juniortranche inorderto
share riskand raise
confidence andvalue of
the securitization
Collateral
administrator
(independent3rd
party,a bank)
agenthiredto administer
the portfolio
Maintainsa database
detailingthe contentof
the portfolioanduses to
o Run performance
tests
o Provide reportson
the underlying
assets
o Obtainvaluations
of the underlying
assets
o Calculate payment
and receipt
requirements
o Openand
administerbank
accounts
o Directpayments
to be made
accordingto the
transaction
documents
Prospectus,
Form S-3,
FWP
Disclose the name of the
collateral administrator
and itsform
Describe the collateral
administratormaterial
contractual agreement
Disclose termsof any
administrationagreement
regardingissuingentity
Provide itsexperience in
the securitization
Collateral Administration
agreement
Poweranddutiesof the
collateral administratorand
the collateral manager
provisions
Theircompensationsclauses
Termsof theirduties
provisions
Termination,resignationand
appointmentof successor
provision
Representation and
warrantiesprovision
Governinglawclause (‘this
agreementshall be
constructedinaccordance
withand thisagreementand
any mattersarisingoutof or
relatinginanyway
whatsoevertothis
agreement,incontract,tort
or otherwise,shallbe
governedbythe lawsof the
State of…’)
Bankruptcynonpetition,
limitedrecourse clause
Assignmentof issuer’srights
provisions
Jurisdictionclause
signatures
13. 13 | Research conducted by Arthur Mboue
Swap counterparty
(Wall Streetfirm
specializedin
derivatives)
It can serve as eithera
brokeror a dealer
As a broker,thisbank
matchescounterparties
but doesnotassume any
of the risksof the swap
transactions
As a dealer,the swapbank
acceptseitherside of the
currencyand thenlater
reducestheirrisksor
matchesit with
counterparty
It can line upbehindon
the sequential payment
schedulesagreementwith
the investors asa residual
classowner
A swapis a derivative
whentwocounterparties
agree to a contractual
agreementtoexchange
cash flowsatperiodic
intervals
1115 Disclose the name of the of
the swap counterpartyor
calculationagent
Disclose the name of the
derivative counterparty
Disclose whetherthe
significance percentage is
lessthan10%, at least10%
but lessthan20% or 20%
or more
Describe amaterial
provisionsregarding
substitutionof the
derivative counterparty
Disclose itsdetermination
of anyAmountof
derivatives
Disclose,insertandfile the
swapagreementasexhibit
Disclose total fees,direct
or indirecttobe paid
File the agreementrelating
to the derivative
instrumentasan exhibit
Swapagreement
documents
o General
o Early
termination
o Taxation
o Rating
downgrade or
withdrawal
o Creditsupport
agreement
o Interestdeferral
o Transfers
Provisionaboutdetailedrisks
and eventsleadingtoa swap
Provisionaboutcredit
defaults,swaparrangement,
swapcounterpartyand
premiumpayment
Provisionsaboutrisksharing
arrangementsinclude price
adjustmentclause,neutral
zone,outside neutral and
zerocost insurance clauses.
Monoline Insurer
(Monolineinsurance
company and large
insurance
specialized as
providerof financial
obligation,credit
enhancers)
An insurance policywitha
monoline andirrevocable
agreementtopayinterest
and principal atthe
originallyagreedschedule
payments
Monoline insurersaimto
minimize the riskby
o Acceptingonly
selected
investmentgrade
program
o Usinga deterring
toughanalysisand
1114 Disclose the name of such
enhancementproviderand
the nature of businessof
the monoline insurer
Disclose anyactionsthat
wouldbe requiredbythe
monoline insureruponan
eventof defaultand
potential eventof default
Disclose anylimitationof
thiscontractual agreement
Disclose anycontractual
provisionorunderstanding
regardingitstermination,
Insurance policy
agreement
Commonpolicydeclaration
Policynumber,effective
date,expirationdate
Name of the insurance
companyand broker
Premiumforeachcoverage
Commonpolicycondition
Cancellationterms
Changes
examinationof booksand
records
inspectionsandsurvey
transferrights
14. 14 | Research conducted by Arthur Mboue
due diligence
process
o Maintaina
diversified
portfolio
In evaluatingthe overall
creditworthinessof the
monoline,ananalysis
mustevaluate the adverse
change in cash flow
waterfall andthe
sufficiencyof the
monoline cashreserves
and capital,ratingactivity,
whetherthe monoline is
indefault,inthatred zone
or defaultappears
imminentandthe
potential forintervention
by an insurance orother
entities
resignationorreplacement
Describe the methodused
for calculation,coveringa
least5 fiscal years
o Aggregate
principal amount
of all guarantee
o Reserve ratio
o Recoveryrate
o Loss rate
o Claimrate
coverage parts
Clearinghouses
(Depositary Trust&
clearing corporation
or Fedwire)
Provide clearingand
settlementservicesforthe
securities
prospectus Disclose the name andthe
nature of the businessof
the clearinghouse
Identifyeachclearing
house usedandany
minimumamountthat
mustbe assignedasa
conditionof the
transaction
Discussany arrangement
to keepthisamount
outstanding
Disclose anyrightsrelated
to any excesscash
Disclose anyrequirement
inthe transaction
agreementstomaintaina
Insurance clearinghouse
service (ICS) agreement
Vendortradingpartner
agreement
Fedwire testinginstruction
o Institutionname
o ABA number
o Testcontact name
o Type of test
o Teststart date
Fedwire FundandFedwire
securitiesservice form(3rd
party service arrangement,
operatingcircular)
15. 15 | Research conducted by Arthur Mboue
minimumamountof
excesscashflowor spread
fromor retainedinterest
in,the transactionand any
actionsthat wouldbe
requiredorchangesto the
transactionstructure that
wouldoccur if such
requirementswere not
met
Rating agencies
(Standardand
Poors,Moody’s
investorservices,
Fitchratingsservice
or Duff&Phelps
CreditratingCo)
Ratesthe securitiesto
opinion whetherthe SPV
has a strong or weak
capacityto pay interest
and principal whendue
The rating isprovided
afterdetailedstatistical
analysisonthe probability
of defaultandthe effects
of suchdefaultonthe
abilityof the SPV to
complywithitspayment
obligationsinrespectof
the securities
1120 Disclose whetherthe
issuance orsale of any
classof offeredsecuritiesis
conditionedonthe
assignmentof acredit
ratingagencieswouldbe
useful informationto
investors
Identifyeachratingagency
that isusedand the
minimumratingthatmust
be assignedasa condition
of the transaction
Discussany arrangement
to have that rating
monitoredwhilethe ABS
are outstanding
Include astatement
explainingthatthe ratingis
not a recommendationto
buy,sell orholdsecurities
Disclose if the arrangerand
sponsorhas obtaineda
preliminaryratingtothat
classof ABS
Partnershiportrust
Deedor certificate of
incorporation
Copyof the Board
resolutionauthorizing
the rating
Copyof the Bylaws
Copyof the projectto be
rated
Copyof all financial
statementsforthe last3
fiscal years
Additional documents
underrequestfromthe
ratingfirm
CIKnumber
Usually,if the issuerdoesnot
requestthe rating,Moody
and S & P will simplydothe
ratingon the basisof the
publiclyavailable
informationanddiscloseitto
the public
Fitchand Duff Phelpshave
onlydone solicitedratingof
any type of securities
Fees
o Onetime fee to
requestrating
anytime
o S&P ($25,000 to
$125,000)
o Moody’s(~$
130,000)
Listing agent(law
formor company
specialized inlisting
Researchandlistthe
companyor its shareson
the national securities
prospectus Provide the name andthe
nature of the businessof
the listingagent
Draft Form 8-A Listing
applicationfor
debenture
In lieuof Form8-A,other
formscan be usedincluding
Form 10
16. 16 | Research conducted by Arthur Mboue
inexchange) exchange
Setout the detailsof the
listingstrategies
Disclose towhatextent the
listingagentrelyonthe
company’saudited
financial reports
Disclose if the listingagent
didrequestrelated
shareholdersdata
Disclose of the listingagent
didfindthe securitizer’s
resourcessufficientto
meetitsobligations
Disclose whetherthe
listingagentdidfindany
conflictof interestarising
fromthe securitizing
transactions
Disclose whetherthe
listingagentdidverifyany
accuracy of the
transactions
Disclose anylimitations
arisingfromthe listing
agent’scontractual duties
Statementof
understanding
Policiesandprocedures,
instruction
Listingapplicationfor
AmericanDepositary
Receipt
Rule 315 letter
o 8 copies,one is
manuallysigned
Stock exchange
(NYSE,NASDAQ,
JapanExchange
group,Euronext,
LondonStock
exchange group,
Hong Kongstock
Exchange,TMX
(Canada),Deutshe
Bourse)
Servesasa global
platformtotrade
securities withelectronic,
anonymous andhybrid
trades
Maintaina bodyof rules
to regulate itsmembers
prospectus Provide the name andthe
nature of the national
securitiesexchange
Disclose if youwill notlist
the securities
Disclose where the trading
will be developed
Copyof Charter
Copyof By laws or
Partnership,operating
agreementorTrust deed
Descriptionof
registrant’ssecuritiesto
be registered
Certifiedcheckpayment
of the registrationfee
Copiesof the latest
definitionof proxy,
annual reportto the
shareholders,annual
reportfiledtoSEC and
quarterreportsfiledto
Afterthe program:the
companymustfile 2 copies
of final listingapplication
17. 17 | Research conducted by Arthur Mboue
SEC
Copyof Board resolution
authorizingthe
securitization
(certificate of secretary
as to adoptionof
resolutions)
Copyof shareholders
resolutionauthorizing
the issuance of securities
for listing
Copyof specimen
certificate (if needed)
Copyof goodstanding
certificate from
jurisdictionof the entity
Letterto NYSE fromthe
companyGeneral
counsel
Copyof thisletterfor
filingstamp(along
addressedstamped
envelope)
Liquidityfacility
provider
Setsout the detailsof the
liquiditysupportfacility
Thisis a lenderunder
short termbasisin
relationtocertain
tranchesof the issued
securities
prospectus Disclose the name of the
liquidityfacilityprovider,
itsbusiness andits
material rolesinthe
securitization
Provide the nature and
termsof itscontractual
agreement
Disclose anylimitationson
the liquidityfacility
providerunderthe
provideragreement
regardingthe ABS
transaction
Provide asummary
Liquidityagreement Detailedof the standardloan
agreementtermsand
conditionsincludingthe
amountof the loanfacility
and the eventsleadingto
theiruses
For tax reason,the
jurisdictiondoesmatter
18. 18 | Research conducted by Arthur Mboue
financial informationof the
liquidityprovider
Disclose if there isany
custodianintermediate
transferorandliquidity
providersinthe secondary
markets
Disclose anymaterial
termsof anyagreement
withthat partyregarding
the ABS transaction
Credit
enhancement
provider
Use as a financial
technique toimprove the
creditworthinessof the
issuedsecurities
Guaranteespaymentof all
contractual cash flow
waterfall withinvestors
for interventionwhenthe
defaultappearsimminent
prospectus Describe externaland
internal enhancement
For external enhancement
providers
o Describe the
providerandits
business
o Summaryfinancial
informationfor
10% provider
o Auditedfinancial
statementfor20%
providers
Creditenhancement
agreement
Subordinationclause
Reserve accountsclause
Demandnotes clause
Lettersof creditclause
Suretybondclause
Guaranteedinvestment
contract clause
Swapsor otherinterestrate
protectionagreement
Repurchase obligations