On June 7, 2017, new IRS regulations that change the way state and local governments issue tax-exempt bonds went into effect. The new rules change the way municipal issuers determine the issue price of tax-exempt bonds they issue, and amend existing IRS regulations under section 148 of the Internal Revenue Code. The new rules have produced immediate changes to many common documents used by municipal issuers and their advisors in municipal bond transactions.
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Sanctuary Jurisdictions and Municipal Bond Disclosure
Following his inauguration on January 20th, President Trump issued several Executive Orders, one of which was issued on January 25, 2017 and titled, “Enhancing Public Safety in the Interior of the United States” (referred to herein as the “Order”). Among other things, this Order punishes so-called “sanctuary jurisdictions” by stripping them of federal grants. As justification for this punitive measure, the Order states that “sanctuary jurisdictions … willfully violate Federal law in an attempt to shield aliens from removal…. These jurisdictions have caused immeasurable harm to the American people and to the very fabric of our Republic.”
In the months since the Order, many state and local entities have parsed the Order to determine whether they would be considered a “sanctuary jurisdiction,” what funding may be in jeopardy, and whether they can modify their policies to limit or eliminate application of the Order. In the midst of these uncertainties, many municipalities also have been faced with the issue of how to address the potential consequences of “sanctuary jurisdiction” status in their public offering documents when they are considering issuing municipal bonds for sale to the investor public.Continue Reading Sanctuary Jurisdictions and Municipal Bond Disclosure
NABL, SIFMA Release Model Issue Price Documents in Advance of Effective Date for New IRS Regulations
The National Association of Bond Lawyers (NABL) and the Securities Industry and Financial Markets Association (SIFMA) recently released model issue price documents in connection with the soon-to-be effective Treasury Regulations on establishing the issue price of a tax-exempt bond issue. NABL’s model documents can be accessed here; SIFMA’s documents can be accessed here.…
SEC Proposes Amendments to Rule 15c2-12 to Address Bank Loan Disclosure Concerns
At its meeting on March 1, 2017, the United States Securities and Exchange Commission (SEC) voted to formally propose and publish for comment amendments to Rule 15c2-12 to add two additional disclosure events to written continuing disclosure undertakings required to be obtained by underwriters in primary securities offerings.
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McNees Ranked in Top 5 for Bond Counsel and Underwriter’s Counsel in Pennsylvania for 2016
McNees Wallace & Nurick LLC was ranked fifth in Pennsylvania in the 2016 Bond Counsel Rankings by The Bond Buyer. The firm also was ranked fourth in Pennsylvania in the 2016 Bond Underwriter’s Counsel, and is one of just two firms to appear in the top five in both lists.
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Bond Issue Disclosure: When Politics and the Law Intersect
Who has not heard of the Bridgegate scandal? The George Washington Bridge spanning the Hudson River between New Jersey and New York City is the busiest motor vehicle bridge in the world. Two of three toll lanes for a street entrance from Fort Lee, NJ to the George Washington Bridge were closed for five days in September 2013. This resulted in huge backups in Fort Lee. As one of the individuals convicted in the incident emailed, “Time for some traffic problems in Fort Lee.”
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SEC Closes Book on MCDC, Turns Eyes to those that Did Not Participate
Following its announcement in August that it had entered into settlements with over seventy municipal issuers in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) initiative, there was speculation as to whether additional settlements would be announced, or if this first round of settlements represented all of the enforcement actions against municipal issuers that…
SEC Prevails in Securities Law Action against City of Miami
In the first federal jury trial against a municipality for securities law violations, the U.S. Securities and Exchange Commission (SEC) on September 14, 2016 successfully obtained a verdict against the City of Miami and a former city official for violations of various anti-fraud provisions of US securities laws. The SEC is seeking injunctive relief and…
SEC Announces Enforcement Actions Against 71 Municipal Issuers
The SEC announced today enforcement actions against 71 municipal issuers of bonds in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. The enforcement actions follow previous announcements from the agency, charging 72 municipal underwriting firms with similar violations discovered through voluntary reporting under MCDC.
The MCDC Initiative was announced by the SEC in…
MSRB: No Attempts to Mandate Bank Loan Disclosure…For Now
Following its July 27-28, 2016 quarterly board meeting, the MSRB has announced that it will not pursue “at this time” new regulations to mandate disclosure of bank loan information by municipal securities issuers. However, the MSRB continues to stress the importance of voluntary disclosure of information about bank loans, and is working to institute…