Compliance January 26, 2023

SEC Proposal Would Restrict Conflicted Asset-Backed Securities

The proposal seeks to implement a provision in the Dodd-Frank financial reform law and would prevent asset-backed security issuers from betting against their own products.

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At an open hearing on Wednesday, the Securities and Exchange Commission proposed a new rule that would prohibit securitization participants, largely the investment banks that bring such deals to market, from shorting or otherwise betting against asset-backed securities in which they are a participant. The proposal received unanimous support from SEC commissioners.

According to the SEC, “Securities Act Rule 192 would prohibit an underwriter, placement agent, initial purchaser, or sponsor of an ABS, including affiliates or subsidiaries of those entities, from engaging, directly or indirectly, in any transaction that would involve or result in any material conflict of interest between the securitization participant and an investor in such ABS.”

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Common examples of conflicted transactions include a short sale of the ABS; purchase of a credit default swap that would pay the participant if an adverse credit event affected the ABS; or the purchase or sale of any other financial instrument that would result in the issuer benefitting from an adverse event affecting the ABS, such as a decline in market value.

The proposal provides for some exceptions, which include risk hedging, “bona fide market-making activities” and liquidity commitments. The prohibition also only lasts for one year after the initial sale of the ABS.

A statement from one SEC commissioner, Jaime Lizárraga, noted that the SEC proposed a similar rule in 2011, but it was never finalized.

The latest proposed rule would implement Section 27B of the Securities Act of 1933, a provision which was added by Section 621 of the Dodd-Frank Act. The proposal was informed by the experience of the 2008 financial crash in which market actors shorted their own assets, a practice that in one instance contributed to a $550 million settlement between Goldman Sachs and the SEC.

The comment period for this rule will stay open for 60 days from its proposal yesterday or 30 days after its entry in the Federal Register, whichever is longer.

Deals & People January 26, 2023

Capital Group Names New CEO as Part of Leadership Changes

CEO Tim Armour will be replaced by Mike Gitlin in a wide-sweeping change at the top of one of the leading mutual fund providers for defined contribution retirement plans.

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One of the most widely known names in mutual funds among retirement plan advisers, wealth managers and savers is about to get a shake-up.

The Capital Group Companies Inc., which runs American Funds, announced Thursday that Chairman and CEO Tim Armour will step down in October and be replaced by Mike Gitlin, currently head of fixed income, who will become president and CEO. Rob Lovelace, vice chair and president, will also step down from the management committee, according to the announcement.

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Capital Group called the transition a move that has “been in motion for many years” at the country’s fifth largest defined contribution investment manager by assets, according to the PLANADVISER DCIO Survey. The changes, which extend to two other leaders, usher in a new era for the investment manager that in recent years has expanded in regions including Europe and Asia, doubled its fixed-income business and made a recent push into actively managed exchanged-traded funds, according to company statements.

“I started at Capital right out of college, as many here do,” said Armour, who will retire at the end of 2023 after 40 years at the firm, in a statement. “I am proud to see how well-positioned Capital is and am confident the next leadership group will continue to deliver on our mission, helping people achieve their long-term financial goals.”

The Los Angeles-based firm also announced that Martin Romo will become CIO and chairman, moving up from his current role of equity portfolio manager overseeing Capital Group’s Growth Fund of America and The Investment Company of America. Jody Jonsson will become vice chair of Capital Group and will continue on as president of Capital Research Management Company and chair of the CRMC executive committee, according to the company.

New CEO Gitlin ascends to the job after eight years at Capital Group, during which the firm became one of the largest active fixed-income managers, with about $450 billion in assets under management, according to the firm. Gitlin also oversees global trading at the firm and has been part of the company’s expansion efforts in Europe and Asia. Prior to Capital Group, he was head of U.S. equity sales for Citigroup Global Markets, as well as the firm’s head of Asia-Pacific sales trading, head of Asia-Pacific cash equities and head of international cash equities.

Outgoing head Armour climbed the ranks at Capital Group from equity investment analyst researching global telecommunications companies to equity portfolio manager, which he currently does for Capital Group’s The New Economy Fund.

Capital Group managed about $2.2 trillion in equity and fixed-income assets, as of December 31, 2022. Last year, the firm’s actively managed American Funds Target Date Retirement mutual fund series took in more flows than any other defined contribution TDF, outpacing Fidelity Investments’ Fidelity Freedom Index Series, according to a recent report by Morningstar.

All leadership transitions will be active on October 24, 2023, according to Capital Group.

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