SEC Municipalities Continuing Disclosure Cooperation Initiative Update


Issuers and underwriters of municipal securities have been provided an opportunity by the U.S. Securities and Exchange Commission (the “SEC”) to self-report violations of the federal securities laws relating to representations about continuing disclosures in bond offering documents in a program called the Municipalities Continuing Disclosure Cooperation Initiative (the “Initiative”) announced by the SEC on March 10, 2014. Issuers may self-report by submitting the required questionnaire prior to 12:00 a.m. EST on September 10, 2014, if they may have made materially inaccurate statements in a final official statement regarding their prior compliance with their continuing obligations as described in Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Exchange Act”). Underwriters may self-report by submitting the questionnaire by such date in connection with an offering they underwrote in which the final official statement contained materially inaccurate statements regarding an issuer’s prior compliance with continuing disclosure obligations. Those issuers and underwriters who self-report may receive more favorable settlement terms with the SEC than will be available if the issuer or underwriter fails to self-report and the SEC later brings an enforcement action regarding the violations.

Background -

Rule 15c2-12 generally prohibits an underwriter from purchasing or selling municipal securities unless the underwriter has obtained and reviewed an official statement that contains certain information about the securities being offered. The underwriter is also required to obtain a written commitment from the issuer to provide continuing disclosure regarding the securities and the issuer. The final official statement must disclose any instances in the previous five years in which the issuer failed to comply, in all material respects, with any previous commitments to provide such continuing disclosure.

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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.

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