SEC’s Proposed Amendments to Municipal Securities Disclosure: Improving Protection and Enhancing Transparency
The U.S. Securities and Exchange Commission (SEC) has been aggressive in regulating the municipal securities market. On March 1, 2017, the SEC proposed Rule 15c2-12 amendments which modify the list of event notices that issuers must commit to give to the MSRB to enable their underwriters to comply with the rule. If adopted as proposed, the rule would likely require municipal issuers or obligated persons to provide detailed post-issuance disclosure of any material debt, lease, derivatives or other financial obligation and certain events.
In light of the intensified scrutiny of bond disclosure practice, issuers, underwriters and other market participants should understand how the proposed amendments may impact them. It will be helpful to consider various circumstances and determine what actions they may be required to take to comply with the new requirements, if adopted. Bond lawyers, municipal advisors, and other practitioners must also keep abreast of the evolving regulations on disclosure requirements to be able to assist their clients in observing compliance.
In a LIVE Webcast, a panel of thought leaders and practitioners assembled by The Knowledge Group will discuss the proposed amendments to SEC Rule 15c2-12. The speakers will explain the duties of issuers, underwriters and other market participants under the proposed new rules. They will also examine possible market consequences if the proposed rules are adopted.
Some of the major topics that will be covered in this course are:
- The pre-amendment rule requirements
- Origins of the proposed new rules
- What the new rules would require
- How the new rules would affect underwriters and broker-dealers
- How the new rules would affect issuers
- Market reaction to the rules proposal
- Related disclosure issues
Kramer Levin Naftalis & Frankel LLP
Norton Rose Fulbright US LLP
- Overview of Rule 15c2-12 continuing disclosure provisions (underwriter obligations, effective issuer obligations, event notice requirements, official statement requirements, broker-dealer procedures)
- Origins of proposed amendments (SEC 2012 report, buy-side requests, MSRB rule proposal, negative feedback, and letter to SEC)
- Summary of proposed amendments (new reportable events, “financial obligations,” “material”)
- MCDC initiative (consent order examples of material breaches, cease and desist orders, impact on materiality assessments)
- Duties of broker-dealers (Rule 15c2-12 notification systems, MSRB G-47 disclosure requirements)
- Issuer/underwriter reaction (ambiguity of materiality, compliance costs, flood of information)
- Buy-side reaction (ambiguity, need for focus, asymmetry of information, means to address sell-side concerns)
- Additional disclosure issues (contingent liabilities, public availability of material documents, IRS audits)
Who Should Attend:
- Brokers and Dealers
- Municipal Securities Issuers and Conduit Borrowers
- Municipal Advisors
- Bond, Underwriters, and Disclosure Counsel
- Other Municipal Securities Professionals
Daniel King works with hedge funds, private equity funds, mutual funds, asset managers, commodity traders, investment banks and other market participants on derivatives, structured products, swap financings and structured finance transactions. He works with clients on both transactional and regulatory matters including assessing and mitigating credit and insolvency risks associated with financial products and understanding reporting and disclosure obligations as well as implementing regulatory reforms.
Prior to joining Kramer Levin, Mr. King practiced at an international law firm in London and served as legal counsel with a major European investment bank, where he focused on repackagings, swap financings and structured products transactions.
Daniel King works with hedge funds, private equity funds, mutual funds, asset managers, commodity traders, investment banks and other market …
Fredric A. (Rick) Weber practices with Norton Rose Fulbright, a global legal practice. He advises clients concerning disclosure and regulatory compliance issues in municipal securities offerings, among other matters. Mr Weber received a JD from Yale Law School in 1976 and a BA from Rice University in 1970. He is a past president of the American College of Bond Counsel and the National Association of Bond Lawyers (NABL). Mr Weber is a frequent speaker and co-author of numerous comment letters and publications, including “Crafting Disclosure Policies," NABL, 2016; Disclosure Roles of Counsel in State and Local Government Securities Offerings, 3rd ed., ABA and NABL, 2009; and Rule 15c2-12 Handbook, NABL, 1996. Mr Weber chaired the subcommittee that authored NABL’s comments on compliance cost estimates for recently proposed amendments to Rule 15c2-12 and was an active participant in the subcommittee that authored NABL’s substantive comments.
Fredric A. (Rick) Weber practices with Norton Rose Fulbright, a global legal practice. He advises clients concerning disclosure and regulatory …
Print and review course materials
Method of Presentation:
Experience in securities practice or finance
NASBA Field of Study:
Finance - Technical
NY Category of CLE Credit:
Areas of Professional Practice
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About Kramer Levin Naftalis & Frankel LLP
Kramer Levin Naftalis & Frankel LLP is a premier, full-service law firm with offices in New York, Silicon Valley and Paris. Firm lawyers are leading practitioners in their respective fields. The firm represents public and private companies – ranging from Global 1000 to middle-market and emerging growth companies – across a broad range of industries, as well as funds, institutions and individuals.
About Norton Rose Fulbright US LLP
Norton Rose Fulbright is a global legal practice that provides the world's preeminent corporations and financial institutions as well as governments with a full business law service. The firm has more than 7,000 employees based in over 50 cities across the world. In the US, Norton Rose Fulbright has 11 offices in Texas, California, Minnesota, New York, Missouri and Washington, DC.
Norton Rose Fulbright has one of the largest public finance practices in the United States, with approximately 87 attorneys who work in the area of public finance or federal income taxation as it relates to public finance. The firm enjoys a reputation as one of the leading public finance firms, with a current ranking of third in the country in par amount of bonds issued. In the last four years, the team has helped issue more than $36.4 billion par amount of bonds.