New Help Remembering Your Continuing Disclosure Obligations

by K&L Gates LLP
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The life of a tax-exempt bond issuer is not always sunshine and discounted money. Your bondholders look to you not only for notifications of material events, but also for routine continuing disclosures of financial and performance data. And each time you re-enter the market, subsequent underwriters review your disclosure record for compliance with your prior continuing disclosure obligations. Missing an even routine filing requires issuers to disclose the error in subsequent official statements for years to come, which is a minor public embarrassment and may risk impacting your credit.

The Municipal Securities Rulemaking Board (the “MSRB”) has advised issuers of municipal securities that a new tool is available to help keep track of due dates for recurring financial disclosures to the Electronic Municipal Market Access (“EMMA”) website. The MSRB provides this aid so that entities with annual or quarterly disclosure deadlines will be able to schedule email reminders when continuing disclosure is due. Reminders can be sent to up to four (4) email addresses to inform responsible or interested parties of the approaching continuing disclosure submission to EMMA (for example, in addition to internal staff, you could add your bond counsel or financial advisor if they will help prepare the filing).

The reminder tool will be valuable given heightened scrutiny from underwriters in recent years in response to SEC guidance emphasizing the underwriter’s duty to consider an issuer’s compliance with its continued disclosure undertakings. Underwriters are increasingly requiring official statements to include discussion of even minimal deviations from required disclosures. It can be accessed after logging into EMMA on the Continuing Disclosure tab -- look for the “Schedule and manage email reminders for recurring financial disclosures” link.

We will continue evaluating the new tool, and will work with issuers on best practices to integrate the MSRB’s offering into your existing policies and procedures. We are excited to have new options to help you minimize the risk of any accidental disclosure missteps that may adversely impact your next offering!

Please email us if you would like to be specifically included in subsequent communications about the new MSRB notification tool and how it can best be put to work for you!

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© K&L Gates LLP | Attorney Advertising

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