The Securities and Exchange Commission has issued final rules requiring municipal advisors to register with the SEC. The final rules define “municipal advisor” to include a person who provides advice regarding municipal financial products or the issuance of municipal securities to or on behalf of a municipal entity or obligated person (such as a nonprofit university or nonprofit hospital).
Whether a person is deemed to have provided “advice” is dependent upon all the relevant facts and circumstances, including whether the advice is particularized to meet the needs of a municipal entity. Providing general information is not considered “advice” for such purposes if such information does not involve a recommendation regarding municipal financial products or the issuance of municipal securities. Examples of general information include the following: (i) information of a factual nature without subjective assumptions, opinions or views; (ii) information that is not particularized to a specific municipal entity or type of municipal entity; (iii) information that is widely disseminated for use by the public, clients or market participants other than municipal entities or obligated persons; and (iv) general information in the nature of educational materials.
Certain persons are exempted from the definition of “municipal advisor,” including municipal entities and employees of municipal entities, underwriters involved in a particular issuance of municipal securities, attorneys, engineers, banks, registered investment advisers, commodity trading advisors, independent registered municipal advisors and swap dealers. Similarly, persons who provide advice to a municipal entity or obligated person with respect to investment strategies also are exempt from registration if the advice does not relate to the investment of proceeds of municipal securities offerings, municipal escrow funds or municipal derivatives.
Persons required to register as municipal advisors must file all forms, including Form MA and Form MA-I, through the SEC’s public website submission portal. Such persons are required to register on a staggered basis beginning July 1, 2014.
The SEC’s adopting release is available here.