United States: Review And Analysis Of The US SEC’s Adopted Final Amendments To Regulation AB

Keywords: SEC, Regulation AB, asset-backed security, structured finance, financial services,

After more than three years from the original proposal and several additional requests for comment,1 on August 27, 2014, the US Securities and Exchange Commission (the "SEC") adopted final rules that amend Regulation AB ("Final Reg AB II").2 Final Reg AB II adopts new rules, forms and disclosures for registered asset-backed security transactions effective as of the compliance dates discussed below. The five most significant requirements relate to the following: (1) changes to the definition of an "asset-backed security"; (2) new eligibility conditions for shelf registration; (3) changes to the shelf offering process, including changes related to the timing of required filings; (4) asset-level data disclosure for selected asset classes and related privacy issues; and (5) other new prospectus disclosure requirements. Final Reg AB II includes many changes that will affect the marketing process, deal terms, disclosure requirements, registration process and periodic reporting requirements for registered transactions, but it does not govern asset-backed securities offered for sale pursuant to an exemption from registration (i.e., Rule 144A or Regulation S offerings).


Final Reg AB II becomes effective 60 days after publication in the Federal Register. We expect this publication to occur in September 2014. The compliance dates are bifurcated between (i) changes to the rules, forms and disclosures and (ii) implementation of asset-level disclosures. Registrants must comply with the new rules, forms and disclosures (except for asset-level disclosures) one year after effectiveness. Asset-backed securities offerings backed by residential mortgages, commercial mortgages, automotive loans, automotive leases, debt securities and resecuritizations must comply with the new asset-level disclosure requirements no later than two years after effectiveness.3


Final Reg AB II sets forth amendments to the definition of an "asset-backed security" (as defined by Final Reg AB II, "ABS"). The SEC amended the definition to address its concern that pools of assets are not sufficiently developed at the time of an offering but may still qualify for ABS treatment, and as a result investors do not receive appropriate information about the asset pool. The SEC was particularly concerned with whether the asset pool was truly a discrete pool of assets that by their terms convert to cash. To address these concerns, the SEC decreased the pre-funding limit to qualify as an ABS from 50% to 25% of the offering proceeds (or in the case of master trusts, the principal balance of the total asset pool). The SEC, however, did not adopt proposals described in the Reg AB II Proposal (i) to exclude ABS backed by assets in non-revolving accounts from the master trust exception or (ii) to reduce the permissible duration of the permitted revolving period for ABS backed by non-revolving assets.


The SEC recognized that ABS issuers need the timing and flexibility afforded by shelf registration in order to access the capital markets quickly. However, the SEC treated the shelf registration process as an opportunity to further its mandate under the Dodd-Frank Act to add protections for investors and reduce the industry's reliance on credit ratings. Final Reg AB II institutes a number of new registrant and transaction eligibility requirements for using Form SF-3, including:

  • a certification by the chief executive officer of the depositor as to, among other things, the disclosure in the prospectus and the structure of the securitization at the time of the filing of a final prospectus for each takedown off the shelf (see Exhibit A for the full text of the certification);
  • inclusion in the transaction documents of provisions with respect to (1) requiring an asset representations reviewer to review delinquent assets for compliance with representations and warranties if a delinquency test has been triggered and investors vote to direct a review, (2) establishing dispute resolution procedures for repurchase requests unresolved after 180 days and (3) facilitating communication among investors; and
  • a registrant requirement regarding the timely filing of Exchange Act reports and required Form SF-3 transaction documents, including annual compliance checks.

Shelf Eligibility Requirement #1: Depositor CEO Certification.

In an attempt to ensure that executives are actively involved in the oversight of each shelf-registered securitization transaction, Final Reg AB II requires that the depositor's chief executive officer sign an officer's certification at the time of the final prospectus for each takedown from a shelf (the "certification").4 The SEC noted that each of the depositor's executive officers incurs liability under Section 11 of the Securities Act by his or her execution of the registration statement and are expecting that by requiring the certification for each takedown, the depositor's executives would conduct the same level of diligence and scrutiny on the prospectus as they do for the initial registration statement filing. However, the certification extends to matters, and creates additional liability, beyond those created under Section 11 of the Securities Act when an officer signs a registration statement.5 In response to issuers' concerns about the certification as proposed in the Reg AB II Re- Proposal, the SEC made some concessions on the certification, including adding language to reflect that (i) the certification is a statement of what is known by the certifier at the time and (ii) the securitization is structured to produce, but is not a guarantee that it will produce, expected cash flows to pay interest and principal in accordance with the transaction's terms. In addition, the SEC added a final paragraph to the certification clarifying that the certifer has rights to "any and all defenses" available under the federal securities laws, including defenses available to an executive officer who signed the registration statement. As a result, executives will likely only become comfortable signing the required certification by establishing and implementing an extensive internal review process, which may include obtaining sub-certifications from other officers and employees, holding disclosure review meetings with key members of the securitization team and analyzing cash-flow models prepared by investment banks or other third parties.6 We believe an extensive internal review process will reduce the risk of potential securities liability with respect to the certification. However, since Final Reg AB II does not govern securities issued pursuant to an exemption from registration, some issuers may opt to issue securities in the private market (under Rule 144A or Regulation S) to avoid making the certification.

Shelf Eligibility Requirement #2: Asset- Level Review Provision.

Asset Representations Reviewer.

Final Reg AB II requires that the transaction documents governing a takedown appoint an asset representations reviewer. Instead of the trustee appointing the asset representations reviewer, as was proposed in the Reg AB II Re-Proposal, Final Reg AB II allows the sponsor to select the asset representations reviewer. The asset representations reviewer must not be:

  • the sponsor, depositor, servicer, trustee or any of their respective affiliates;
  • the party that determines whether noncompliance constitutes a breach; or
  • the party(s) hired by the sponsor or underwriter to perform pre-closing due diligence on the pool assets or its affiliates.

Triggers for Review.

The transaction documents must provide that, at a minimum, the asset representations reviewer conduct a review of the delinquent assets in the pool for compliance with representations and warranties if both: (1) delinquencies7 exceed a certain threshold and (2) the requisite number of investors vote to conduct the review. While Final Reg AB II allows the transaction parties to designate a delinquency threshold,8 the prospectus must disclose how the delinquency threshold was determined to be appropriate and provide a comparison of the delinquency threshold against the delinquencies disclosed for prior securitized pools of the sponsor for the applicable asset class. Once this delinquency threshold is met, the transaction documents will need to provide investors with a right to vote as to whether the review should occur.9 To prevent the transaction parties from nullifying investor control by agreeing to onerously high voting thresholds, Final Reg AB II requires that (i) if the documents provide for a minimum investor demand percentage in order to trigger a vote, this minimum must be no more than 5% of the total investor interests outstanding and (ii) no more than a simple majority of those voting investors will be required to start the review. The SEC felt that such investor control was important because investors will ultimately bear the financial costs related to this asset-level review.

Scope of Review.

Once both triggers have been satisfied, the asset representations reviewer must conduct a review of all assets that are 60 or more days delinquent as reported in the most recent periodic report. Final Reg AB II does not mandate the specific procedures that the asset representations reviewer must use to conduct its review. However, the asset representations reviewer must be provided with access to copies of the underlying loan-level documents to determine whether the assets complied with the representations and warranties in the transaction documents.

Disclosure of Results.

The asset representations reviewer's full report must be delivered to the trustee, but, citing privacy concerns over the disclosure of the underlying data, Final Reg AB II only requires a summary of the results to be filed with the SEC on Form 10-D.

Shelf Eligibility Requirement #3: Dispute Resolution Provision.

The Reg AB II Re- Proposal incorporated dispute resolution procedures into the asset-level review requirement described above. In order to clarify that these dispute resolution procedures apply to all requests for the repurchase of assets (not just those that arise as a result of the asset-level review and regardless of whether the investors directed the review), in Final Reg AB II the requirement that the transaction documents contain dispute resolution procedures is a separate and distinct requirement for shelf eligibility. The dispute resolution procedures must state that if a repurchase request with respect to a securitized asset has not been resolved within 180 days from when the repurchase request was received, the party submitting the repurchase request has the right to refer the matter to mediation or third-party arbitration. The party with the potential obligation to repurchase the securitized assets must agree to the selected resolution method and the arbitrator or mediator will determine which party is obligated to pay for its services.

We believe that these dispute resolution procedures will facilitate enforcement of the repurchase provisions but may also lead investors to claim that breaches of representations and warranties have occurred more frequently than in the past, and in certain cases, without cause, in order to force a repurchase by the ABS sponsor to cover credit losses on the securitized assets.

Shelf Eligibility Requirement #4: Investor Communication Provision.

Final Reg AB II adopts the requirement proposed in the Reg AB II Re-Proposal that the transaction documents require the party that is obligated to make the Form 10-D filings to include in its periodic filing any request received from an investor to communicate with other investors. The SEC stated that this disclosure will facilitate investor communications in offerings where most securities are held through The Depository Trust Company (or another clearing agency), which does not provide the name of the underlying beneficial owner. Form 10-D disclosure will be required to include:

  • the name of the investor making the request;
  • the date the request was received;
  • a statement to the effect that the party responsible for filing received a request from such investors to communicate with other investors about the exercise of rights under the transaction documents;10 and
  • a description of the method by which other investors may contact the requesting investor.

Shelf Eligibility Requirement #5: Satisfaction of Shelf Filing and Exchange Act Filing Requirements.

As detailed in the chart attached as Exhibit B, Final Reg AB II contains eligibility requirements for filing a new shelf registration statement related to (i) the timely filing of Exchange Act reports and (ii) compliance with the transaction requirements of shelf registration.11 Additionally, Final Reg AB II requires an annual evaluation with respect to the same Exchange Act filing requirements and transaction requirements for shelf registration in order to complete takedowns from an existing shelf registration. These requirements are detailed in Exhibit C. We anticipate that these timely filing requirements will be strictly enforced by the SEC staff and therefore will require issuers to be vigilant that all filings have been timely made.


Timing Changes.

Final Reg AB II significantly changes the timeline for filing and delivery of the preliminary prospectus in connection with shelf registered offerings by imposing the following requirements:

At least three business days prior to first sale12 File preliminary prospectus with SEC
At least 48 hours prior to first sale13 File any material changes to preliminary prospectus with SEC
At least 48 hours prior to investor receiving confirmation of sale14 Broker or dealer must deliver preliminary prospectus to the investor (note that access does not equal delivery for a preliminary prospectus)
By the time that the final prospectus is required to be filed15 File transaction documents with SEC

As noted above, for shelf-registered offerings, Final Reg AB II requires the filing of a preliminary prospectus at least three business days in advance of the first sale of the ABS.16 The current market practice for many registered securitization issuers is to issue a preliminary prospectus and price the securities on a much more compressed timeline, sometimes on the same business day. Often the sale of ABS occurs before the preliminary prospectus is filed with the SEC. Because this new requirement is intended to give investors additional time to analyze the specific structure, assets and contractual rights regarding each transaction and to encourage investors not to rely on the credit ratings of the ABS, issuers and underwriters will have to build the three additional business days into their issuance timeline.

Further, prior to enactment of Final Reg AB II, Exchange Act Rule 15c2-8(b) contained an exemption for shelf-registered ABS transactions from the general rule that a broker or dealer is required to deliver a copy of the preliminary prospectus to any person who is expected to receive a confirmation of sale at least 48 hours prior to the sending of the confirmation. Final Reg AB II removes this exemption. The SEC noted that delivery of the preliminary prospectus to an investor 48 hours prior to sale should be a relatively simple task since that same prospectus needs to be filed with the SEC three business days prior to sale as described above. So as a practical matter, the removal of this exemption will not impact deal execution. Any material change in a preliminary prospectus needs to be filed (and delivered pursuant to the above Rule 15c2-8(b)) at least 48 hours prior to the first sale.

In an effort to provide investors with even more information about the transaction, the Reg AB II Re-Proposal included a provision that would require the underlying transaction documents to be filed in substantially final form by the date the preliminary prospectus is required to be filed. Persuaded by issuers' reactions to this proposal,17 the SEC declined to adopt such a provision in the Final Reg AB II Rules. Instead, the SEC stated that its adoption of a general requirement that exhibits filed with respect to an offering registered on Form SF-3 must be on file and made part of the registration statement by the date the final prospectus is required to be filed, coupled with the other protections implemented in Final Reg AB II (i.e., advance filing of preliminary prospectus and the certification), provides investors with adequate information about the transaction.

Other Changes to ABS shelf registration.

The SEC has adopted the following additional changes to the shelf registration process:

  • requiring the combination of the base prospectus and the prospectus supplement into a single unified prospectus for each takedown;18
  • limiting each registration statement to a single asset class, which would eliminate so called "rent-a-shelf" filings by investment banks to be offered to clients to securitize almost any asset;19
  • establishing a "pay as you go" system for filing fees for ABS shelf registrations, meaning that registration fees may be paid at the time of the filing of the preliminary prospectus for each takedown from the shelf at the rate then in effect rather than before the shelf is declared effective;20
  • clarifying that no separate filing fee for collateral certificates or SUBI certificates is necessary;21 and
  • providing ABS specific shelf registration forms (new Forms SF-1 and SF-3).

As a result of the implementation of the new Form SF-3 and the requirement for a unified prospectus rather than a separate base and supplement, takedowns from existing shelf registration statements on Form S-3 will not be permitted after the initial one-year compliance date.

To read this Legal Update in full, please click here.

Originally published September 9, 2014


1. The SEC originally proposed amendments to Regulation AB in April 2010 (the "Original Reg AB II Proposal"). See SEC Release No. 33-9117, available at: http://sec.gov/rules/proposed/2010/33-9117.pdf. Key proposed changes in the Original Reg AB II Proposal included: (i) requiring risk retention for shelf offerings; (ii) requiring disclosure of asset-level data, both in offering disclosure and ongoing reports; (iii) changing the prospectus format for asset-backed securities shelf takedowns; (iv) requiring public-style disclosure and ongoing reporting for private offerings of "structured finance products"; and (v) eliminating the "de-listing" option for asset-backed securities offered under shelf registrations. For a summary of the Original Reg AB II Proposal, see "Summary of the US SEC's ABS Rule Change Proposal," Mayer Brown Securitization Update, April 21, 2010, available at: http://www.mayerbrown.com/publications/summary-of-the-us-secs-abs-rule-change-proposal-04-21-2010/).

On July 26, 2011, the SEC issued a re-proposal of the Original Reg AB II Proposal (the "Reg AB II Re- Proposal," and together with the Original Reg AB II Proposal, the "Reg AB II Proposal"). See SEC Release No. 33-9244, available at: http://www.sec.gov/rules/proposed/2011/33-9244.pdf. The Reg AB II Re-Proposal was issued to align the Original Reg AB II Proposal with the various subsequent rulemaking initiatives under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), address certain comments on the Original Reg AB II Proposal received by the SEC and seek additional comments on numerous aspects of the shelf registration rules and various other provisions. For a summary of the Reg AB II Re-Proposal, see "SEC Re-Proposes Shelf Eligibility Conditions for Asset-Backed Securities," Mayer Brown Legal Update, August 4, 2011, available at: http://www.mayerbrown.com/publications/SEC-Re-Proposes-Shelf-Eligibility-Conditions-for-Asset-Backed-Securities-08-04-2011/.

The SEC then re-opened the comment period on February 25, 2014 for certain proposed amendments to Regulation AB related to disclosure of asset-level information to investors and potential investors in ABS. See SEC Release No. 33-9552, available at: https://www.sec.gov/rules/proposed/2014/33-9552.pdf. The SEC stated that it re-opened the comment period to "permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data."

2. See SEC Release No. 33-9638, available at: http://www.sec.gov/rules/final/2014/33-9638.pdf

3. Any offering commenced after these dates must comply with the applicable provisions of Final Reg AB II.

4. The full text of the certification is set forth in Exhibit A.

5. Section 11 imposes liability on the executives who sign the registration statement for any untrue statement of a material fact in the registration statement or the omission to state a material fact in the registration statement necessary to make the statements therein not misleading. In addition to certifying as to the facts and omissions in the prospectus, the certification must include a statement as to the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities as well as the expected cash flows of the transaction. The certification uses language that has been specifically tailored to asset-backed transactions and, therefore, has not yet been interpreted by courts or the SEC staff in prior decisions.

6. We note that many ABS issuers already conduct an internal review process for ABS offerings, including in connection with Rule 193 requirements. Existing procedures may need to be formalized or further documented to support the certification.

7. Final Reg AB II did not define "delinquencies" in this context. Issuers may have differing determinations of what constitutes a delinquency based on the number of days payment is past due or the percentage of payment received.

8. Final Reg AB II requires that the delinquency threshold be calculated as a percentage of the aggregate dollar amount of delinquent assets in a pool of assets compared to the aggregate dollar amount of all the assets in that pool.

9. The transaction documents must clearly define mechanics for the investor vote in the second prong of the test.

10. Disclosure is not required for any investor request to communicate for potential marketing or resale purposes.

11. These requirements are contained in General Instruction I.A. of the new Form SF-3.

12. See Securities Act Rule 424(h)(1). Pursuant to new Rule 430D, the preliminary prospectus must include all information previously omitted from the prospectus filed with the registration statement except for information with respect to the offering price, underwriting syndicate, underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds or other matters depended upon the opening price to the extent such information is unknown or not reasonably available to the issuer.

13. See Securities Act Rule 424(h)(2).

14. See Securities Act Rule 15c2-8(b).

15. See Item 1100(f) of Regulation AB.

16. The Reg AB II Re-Proposal suggested a five-day waiting period. Citing issuer's concerns that the waiting period would result in losses due to the exposure in the volatility of the market and the results of an examination of the time series changes in the price of the Bank of America Merrill Lynch U.S. Fixed Rate Asset Backed Security Index (R0A0) over the period from 2004 to 2013, the SEC concluded that a reduced period, three business days, was appropriate.

17. Issuers expressed concern that the earlier filing of transaction documents would be costly and difficult and would delay their access to markets.

18. See General Instruction IV of Form SF-3.

19. See General Instruction IV of Form SF-3. Final Reg AB II clarifies that master trusts with multiple affiliated depositors would be reviewed as a single transaction with multiple registrants.

20. See Securities Act Rule 456(c). The cover of the prospectus must state that the filing fee will be paid on a "pay-as-you-go" basis. Unused fees can be applied to future takedowns from the same registration statement or to another registration statement of the same depositor or affiliates of the depositor pursuant to Securities Act Rule 457(p).

21. See Securities Act Rule 190(d) and Rule 457(t).

Visit us at mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2014. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions