Cadwalader Secures CFTC Guidance for Structured Finance Association on CRTs and CPO Registration

"Cadwalader LLP assisted the Structured Finance Association (SFA) in drafting and obtaining CFTC Staff Letter No. 25-37 (Nov. 2025), a no-action letter clarifying that operators of SPVs in qualifying Credit Risk Transfer (CRT) transactions need not register as Commodity Pool Operators and may rely on the de minimis exemption under CFTC Regulation 4.13(a)(3)."

Cadwalader represented the Structured Finance Association (SFA) in securing CFTC Staff Letter No. 25-37, a no-action letter issued in November 2025. Cadwalader assisted the SFA with drafting and obtaining the CFTC Staff Letter No. 25-37 (Nov. 2025), which provides critical regulatory relief to banks that issue Credit Risk Transfers (CRTs). The letter clarifies that operators of special purpose vehicles (SPVs) used in qualifying CRT transactions are not required to register as Commodity Pool Operators (CPOs) and may rely on the de minimis pool registration exemption under Section 4.13(a)(3) of the Commodity Futures Trading Commission Regulations. This no-action letter represents a significant development for the structured finance and banking sectors by removing registration uncertainty for SPV operators engaged in qualifying CRT transactions. Cadwalader represented the Structured Finance Association (SFA) with a team composed by: Peter Malyshev (team leader), Jed Miller, Ivan Loncar.

Cadwalader Secures CFTC Guidance for Structured Finance Association on CRTs and CPO Registration

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