Effectively Managing Municipal Market Responsibilities in the Face of SEC Scrutiny and Enforcement

Complying With Disclosure Requirements to Avoid "Control Person" Liability, Penalties and Bars on Participation in Bond Offerings

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, May 31, 2017
Recorded event now available


This CLE webinar will examine several developments in municipal bond regulation and in enforcement actions by the SEC’s Public Finance Abuse Unit. The panel will provide municipal bond lawyers, municipal advisors, and other practitioners with a comprehensive understanding of duties of their clients under the federal securities laws as it relates to primary offering and continuing disclosure requirements, and strategies for avoiding liability given the SEC’s scrutiny and expanded enforcement tactics in this area.

Description

Since 2013, the SEC increased its already aggressive stance on the municipal securities market, intensifying its scrutiny of bond disclosure requirements through regulatory efforts such as recently proposed amendments to Rule 15c2-12 and through enforcement actions targeting a broader range of entities and individuals. The webinar will consider how changes in the Commission's composition may impact future activities.

In recent actions, the SEC has pursued strict remedies against government officials, including charging municipal officials as “control persons” under Section 20(a) of the Securities Exchange Act of 1934 and barring several officials from participating in future municipal bond offerings. In 2016, the SEC brought its first action against municipal advisors and three municipal advisory firms and their executives under the Dodd-Frank Act. In addition, the SEC has increased its coordination with the Department of Justice, which has brought criminal actions against municipal market participants in connection with various matters. Recently, in another municipal securities law first, a former municipal official (who also had served as an issuer counsel) pled guilty to criminal fraud charges relating to bond issuances.

In order to serve their issuer, underwriter and municipal advisory clients appropriately, municipal lawyers, municipal advisors, and other practitioners must understand the Commission's evolving views of disclosure requirements applicable in the primary and secondary markets and assist their clients in establishing effective compliance programs.

Listen as our distinguished panel provides guidance on compliance with municipal disclosure requirements. The panel will discuss best practices in light of heightened SEC scrutiny and enforcement.

Outline

  1. Municipal bond disclosure requirements
    1. Primary market
    2. Secondary market
  2. SEC actions and initiatives
    1. Enforcement under Dodd-Frank Act provisions
    2. Control person liability
    3. Aiding and abetting liability
    4. Increased civil penalties and bars from the market
    5. Increased coordination with criminal authorities
    6. State and local government issuers and officials
    7. Underwriters and advisers
  3. Best practices
    1. Policies and procedures
    2. Staff training
    3. Market guidance

Benefits

The panel will review these and other key issues:

  • What new disclosure requirements are proposed by the SEC?
  • Under what circumstances may municipalities, municipal officials, underwriters and municipal advisors be found responsible for violations?
  • What guidance is available to assist in making effective disclosure decisions?
  • How should municipalities and underwriters comply with continuing disclosure requirements in light of heightened SEC scrutiny?
  • When can municipalities and officials rely on professionals?
  • What policies and compliance programs should be considered?
  • How might the changing composition of the Commission affect such matters in the future?

Faculty

Robert W. Doty, President/Proprietor
AGFS, Annapolis, Md.

Mr. Doty participated as counsel, investment banker and financial advisor for more than 45 years in billions of dollars of successful municipal bond offerings, secondary offerings of municipal securities portfolios, workouts of defaulted bonds, and corporate finance transactions benefiting local governments and private corporations in approximately two dozen states. He continues to serve as consultant to, and municipal bond expert witness on, municipal finance in consultation with legal counsel to municipal securities issuers, underwriters, municipal advisors, bond counsel, trustees, investors and governmental agencies. Mr. Doty has served as General Counsel to the Government Finance Officers Association, and served as a member of the GFOA Disclosure Task Force from the mid-1970s to 1991. He has served on the Board of Governors of the National Federation of Municipal Analysts and as a member of NFMA Disclosure Committees. He currently serves as Co-Chair of the Section on Economic Development/Finance and Securities of the International Municipal Lawyers Association. In his various roles, Mr. Doty has worked with several industry committees in the preparation of municipal securities disclosure guidance for issuers, underwriters and other participants.

Elaine C. Greenberg, Shareholder
Greenberg Traurig, Washington, D.C.

Ms. Greenberg has nearly 30 years of securities law experience, including a 25-year tenure at the SEC. Her practice focuses on SEC and other securities and regulatory matters, examinations, investigations, enforcement actions, and litigation; white collar and corporate investigations; and public finance. She has represented and advised major financial institutions, underwriters, broker-dealers, investment advisers, issuers, municipal advisors, former public company officers, and other organizations and individuals.


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