I am privileged once again, on behalf of Sidley Austin LLP and as the Guide's Contributing Editor, to author the Preface to the latest edition of ICLG - Securitisation, which continues to be one of the most comprehensive comparative guides to the practice of securitisation available today. The Guide is now in its 16th edition, which provides continued proof that it continues to be as relevant today as ever. At the time of writing, in Q2 of 2023, the securitisation markets remain relatively quiet, following what was a depressed 2022 in comparison to the prior year. Data suggests FY 2022 securitisation issuance decreased by c. 13% in comparison to the c. EUR 233bn of securitised product issued in 2021 (a year which I had described in last year's Preface as 'as busy a time in the securitisation and structured finance markets as many practitioners had known since pre-2008 financial crisis years'). Unfortunately, the combined effects of a number of headwinds to growth (including Russia's invasion of Ukraine, interest rate increases to contain inflation and lingering pandemic effects such as China's lockdowns and disruptions in supply chains) worked together during 2022 to reduce general ABS issuance by c. 45%; CDO/CLO issuance by c. 32% and CMBS issuance by c. 24%, respectively. Only RMBS bucked the trend by increasing by c. 21% in comparison to FY 2021 issuance levels. Notwithstanding the somewhat reduced supply of new transactions across FY 2022, however, the pace of global regulation affecting securitisations continued unabated. Focusing solely on the EU and UK as an example, Q4 of 2022 alone saw: the completion of the EC's review on the functioning of the Securitisation Regulation and its accompanying report; the European Supervisory Authorities' Joint Committee publish their response to the European Commission's Call for Advice setting out their position on the Capital Requirements Regulation's treatment of securitisation and on the Solvency II framework's treatment of securitisations; the ESMA pre-consultation on the revision to the securitisation disclosure templates; and, in the UK, the Bank of England's consultation on the Basel 3.1 standards as they affect securitisation exposures and the UK government's package of proposed reforms to the financial services frame work, amongst numerous other consultations and pieces of legislation that will affect securitisations in 2023 and the years to come. Q1 of 2023 has been no different, with a plethora of new or updated regulations, pronouncements, legislative measures, reports, consultations and guidelines affecting the securitisation industry. It seems as critical and worthy a task as ever, therefore, to maintain an accurate and up-to-date Guide regarding the relevant practices and regulation of securitisation in a variety of jurisdictions. The 2023 edition of this Guide seeks to accomplish that objective by providing global businesses leaders, in-house counsel and international legal practitioners with ready access to important information regarding the legislative and regulatory frameworks for securitisation across 21 individual jurisdictions. It also surveys practices from the perspective of leading and experienced practitioners in these jurisdictions through the expert analysis chapters (which continue to be of even wider scope, and even more thought-provoking content, than previous editions), and our genuine thanks go to all of the many contributors for sharing their knowledge and experience again in this year's Guide. We hope that you continue to find the Guide a useful and engaging insight into the world of securitisation.
U.S. and EU CLOs: Market Trends and Recent Regulatory Developments - Craig Stein, Phillip J. Azzollini, Daniel Oshinsky & Martin Sharkey, Schulte Roth & Zabel 1
Securitization as an Integral Part of a Corporate Capital Structure - Bjorn Bjerke, Shearman & Sterling LLP 8
Cross-border Trade Receivables Securitisations - Key Legal Issues to Consider - Merryn Craske, Neil McKnight & Mark Riccardi, Morgan Lewis 15
The Rise of Luxembourg Securitisation Partnerships - Vassiliyan Zanev & Gabriel Canesse, Loyens & Loeff Luxembourg S.a r.l. 22
U.S. Withholding on Asset-Backed and Structured Securities - David Nirenberg & Steven Kopp, Chapman and Cutler LLP 27
Brazil - Levy & Salomao Advogados: Luiz Roberto de Assis & Fernando de Azevedo Perazzoli 36
Canada - McMillan LLP: Don Waters, Yonatan Petel & Michael Burns 49
Cayman Islands - Maples Group: James Reeve, Amanda Lazier & Renee Lindo 62
Cyprus - Koushos Korfiotis Papacharalambous LLC: Georgia Charalambous & Annita Evangelou 73
England & Wales - Sidley Austin LLP: Rupert Wall & Rebecca Chambers 86
Finland - Waselius & Wist: Maria Lehtimaki & Ville-Veikko Vanttinen 109
France - Orrick, Herrington & Sutcliffe (Europe) LLP: Herve Touraine & Olivier Bernard 120
Germany - Allen & Overy LLP: Dr. Stefan Henkelmann & Martin Scharnke 136
Greece - Bernitsas Law: Athanasia Tsene 153
India - Wadia Ghandy & Co.: Nihas Basheer 166
Ireland - Maples Group: Stephen McLoughlin, Callaghan Kennedy & Lynn Cramer 178
Japan - Nishimura & Asahi: Hajime Ueno & Harumi Sasaki 191
Luxembourg - GSK Stockmann: Andreas Heinzmann & Katharina Schramm 209
Netherlands - Freshfields Bruckhaus Deringer LLP: Mandeep S. Lotay & Damaris Engelschman 227
Portugal - VdA: Paula Gomes Freire, Benedita Aires & Sebastiao Nogueira 255
Scotland - Brodies LLP: Marion MacInnes, Bruce Stephen, Peter Brading & Craig Henry 272
Singapore - Oon & Bazul LLP: Oon Thian Seng, Angeline Woo Mei Yi & Lim Wei-Qi 286
Spain - Cuatrecasas: Hector Bros & Arnau Pastor 301
Sweden - Roschier: Johan Hager, Dan Hanqvist & Carl Broden 321
USA - Sidley Austin LLP: T.J. Gordon & Pietro Fontana 333
