New SEC Disclosure Obligations for Municipal Bond Issuers

Material Events, Continuing Disclosure Agreements, Implications of Voluntary Postings

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


Conducted on Thursday, March 21, 2019

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will discuss the new SEC continuing disclosure regulations that impact government bond issuers and the underwriters of their bonds. This program will review the new regulations, what additional disclosures are required, and how local governments and their underwriters can maintain compliance with the new obligations in accordance with SEC Rule 15c2-12.

Description

Governments or governmental entities issuing bonds are generally required through contractual undertakings to meet specific continuing disclosure standards outlined in continuing disclosure agreements (CDAs) in order for their underwriters to comply with SEC Rule 15c2-12.

The SEC's Municipalities Continuing Disclosure Cooperation (MCDC) initiative in 2014, along with other recent federal regulatory actions, have highlighted the importance of maintaining a reliable system to adequately manage continuing disclosure.

In August 2018, the SEC amended Rule 15c2-12, adding two new types of "events" that will trigger disclosures on a continuing basis. These changes are effective on Feb. 27, 2019.

Finance officers responsible for their government's debt management program must understand the full requirements under SEC Rule 15c2-12 and adopt a thorough continuing disclosure policy. In addition, underwriters of municipal bonds are required to reasonably determine through due diligence that the issuer or obligated person has agreed to provide continuing disclosure, including timely notice of these new events, in accordance with Rule 15c2-12. It is critical for counsel to understand what types of conduct may bring additional SEC scrutiny and how to prepare clients for an investigation if one is commenced.

Listen as our distinguished panel provides guidance on compliance with the new SEC municipal disclosure requirements. The panel will also review elements of recent SEC charges, discuss best practices to survive SEC scrutiny, and implications of voluntary postings.

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Outline

  1. Municipal bond continuing disclosure requirements before and after 2018 SEC amendments
  2. New "events" that trigger disclosure
  3. Review of recent SEC charges
  4. Best practices to avoid violations
  5. Implications of voluntary postings

Benefits

The panel will review these and other relevant topics:

  • How do the SEC's amendments to Rule 15c2-12 impact continuing disclosure requirements?
  • What are the new "events" that will trigger disclosure?
  • What types of conduct may be subject to additional regulatory scrutiny?
  • What policies and compliance programs should be in place to survive SEC review?

Faculty

Feyer, Robert
Robert Feyer

Senior Counsel
Orrick Herrington & Sutcliffe

Mr. Feyer is a senior counsel in the San Francisco office of the firm's Public Finance Department. After 40 years...  |  Read More

Greenberg, Elaine
Elaine C. Greenberg

Shareholder
Greenberg Traurig

Ms. Greenberg has over 30 years of securities law experience, including a 25-year tenure at the SEC. Among other roles,...  |  Read More

Jeffery, Heidi
Heidi H. Jeffery

Partner
Foley & Lardner

Ms. Jeffery has experience in general municipal, private activity bond, housing, student loan, health care, and senior...  |  Read More

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