News & Analysis as of

Securities and Exchange Commission (SEC) Public Finance

Bowditch & Dewey

Lies and Half-Truths and Omissions, Oh My! Considering Rule 10b-5(b) after Macquarie Infrastructure Corp. v. Moab Partners L.P....

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SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...more

Pullman & Comley, LLC

What All Municipal Bond Issuers Should Know About Cybersecurity Risk Disclosure in 2024

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SEC’s View of Disclosure Obligations Over the last fifteen years, the Securities and Exchange Commission (SEC) has increased its focus on inadequate disclosure relating to governmental debt issues. Although municipal bond...more

Bowditch & Dewey

[Webinar] Full Disclosure – Tips, Tricks and Traps for the Unwary in Navigating Public Finance Disclosure Obligations: Part II –...

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The newly-enacted Financial Data Transparency Act (FDTA) has the potential to significantly change the format currently used by issuers and conduit borrowers in submitting financial information to the Municipal Securities...more

Bowditch & Dewey

[Webinar] Full Disclosure – Tips, Tricks and Traps for the Unwary in Navigating Public Finance Disclosure Obligations: Part I –...

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Given the increasing SEC scrutiny on disclosure practices in municipal finance, governmental issuers and conduit borrowers [e.g., 501(c)(3) corporations] are taking a fresh look at their disclosure policies and procedures,...more

Bowditch & Dewey

The Financial Data Transparency Act Casts a Looming Shadow Over Municipal Securities Disclosure

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In December of 2022, Congress enacted the Financial Data Transparency Act (the “FDTA”), legislation intended to modernize and improve the organization, readability and availability of financial information collected by...more

Orrick, Herrington & Sutcliffe LLP

A Teachable Moment: Latest SEC Enforcement Actions Remind Underwriters of Limited Offering Exemption’s “Reasonable Belief”...

In an unprecedented move, the Securities and Exchange Commission (the “SEC”) recently filed litigation against one underwriter of municipal securities and announced settlements with three others. The litigation and...more

Orrick, Herrington & Sutcliffe LLP

Lessons From Recent SEC Municipal Enforcement Actions

The Public Finance Abuse Unit of the U.S. Securities and Exchange Commission (the “SEC”) had a busy first half of 2022, bringing forth four enforcement cases alleging substantial violations of federal securities laws. Unlike...more

Orrick, Herrington & Sutcliffe LLP

The SEC's Proposed New Climate-Related Disclosure Requirements for Public Companies: What Do They Mean for Municipal Issuers and...

In March 2022, the U.S. Securities and Exchange Commission (“SEC”) released proposed rules that would require public companies to include certain climate-related disclosures in their registration statements and periodic...more

Orrick, Herrington & Sutcliffe LLP

The SEC's Proposed New Cybersecurity Disclosure Requirements for Public Companies: What Do They Mean for Municipal Issuers and...

Governmental entities have increasingly experienced cybersecurity incidents impacting their operations and finances over the last few years, with some breaches costing upwards of $40 million. Many issuers and borrowers of...more

Orrick, Herrington & Sutcliffe LLP

Post-Issuance Tax Compliance and Continuing Disclosure Responsibilities for Issuers and Borrowers of Tax-Exempt Bonds (Second...

The tax-exempt bond market is perennially under heightened scrutiny by various regulators, including the Internal Revenue Service (the "IRS"), the United States Securities and Exchange Commission (the "SEC") and the Municipal...more

Mintz - Public Finance Viewpoints

SEC’s Proposed Broker-Dealer Exemption May Apply to “Finders” for Municipal Securities

Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors...more

Adler Pollock & Sheehan P.C.

Voluntary Disclosures In The Age Of COVID-19 – SEC Guidance For Municipal Issuers

On May 4, 2020, the Chairman of the Securities and Exchange Commission (“SEC”) and the Director of the SEC’s Office of Municipal Securities issued a public statement (the “Public Statement”) expressing their views regarding...more

Butler Snow LLP

COVID-19 and Secondary Market Disclosure

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Our thoughts are with you, your loved ones and organizations as we all navigate this public health crisis together. We are providing this alert to our public finance clients and other professionals regarding COVID-19 and its...more

Orrick, Herrington & Sutcliffe LLP

SEC Committee Makes Recommendations On Municipal Securities Disclosure Practices

On February 10, 2020, an SEC advisory committee called the Fixed Income Market Structure Advisory Committee (FIMSAC) met and adopted a series of recommendations on the topic “Timeliness of Financial Disclosures in the...more

Butler Snow LLP

A Brief Guide to the 2018 Amendments to Continuing Disclosure Requirements

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Introduction - Over the past several years, local government issuers have increasingly been privately placing bonds and other municipal debt obligations directly with banks or other purchasers rather than utilizing an...more

Orrick, Herrington & Sutcliffe LLP

Public Charter Schools: Borrowing With Tax-Exempt Bonds (Third Edition)

The main purpose of this booklet is to provide public charter schools and their stakeholders relevant information about the benefits of tax-exempt financing. ...more

Butler Snow LLP

Summary of SEC Release No. 34-83885 (2018 Amendment to SEC Rule 15c2-12)

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The Amendments - The 2018 amendments to Rule 15c2-12 (the “Rule”) make the following additions to the continuing disclosure requirements applying to most publicly-held municipal securities: (a) Amending the list of...more

Pullman & Comley, LLC

Continuing Disclosure Rules Amended by SEC

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On August 20, 2018, the Securities and Exchange Commission amended Rule 15c2-12 to add two events to the list of notice events included in continuing disclosure undertakings by issuers, or other obligated individuals....more

Orrick, Herrington & Sutcliffe LLP

SEC Adopts Amendments to Rule 15c2 12

In mid-August, the SEC adopted amendments to its Rule 15c2-12 (the “Rule”), following 18 months of review of comments made to its original proposed amendments. The SEC action will be published in the Federal Register shortly....more

Bracewell LLP

SEC Adopts Amendments to Rule 15c2-12

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On August 20, 2018, the U.S. Securities and Exchange Commission (“SEC”) announced it adopted amendments to Rule 15c2-12 of the Securities Exchange Act (“Rule 15c2-12”). Rule 15c2-12 requires brokers, dealers, and municipal...more

Bracewell LLP

SEC Revokes Firm Registration and Bars Municipal Advisor Following Court Sanctions

Bracewell LLP on

On June 29, 2018 Judge Halil Suleyman Ozerden of the Southern District of Mississippi entered judgments against Malachi Financial Products, Inc., and its president and sole shareholder, Porter B. Bingham, for alleged...more

Orrick, Herrington & Sutcliffe LLP

SEC Continues Public Finance Enforcement Agenda Two Recent Cases Filed

Just in the last weeks of August, the Public Finance Abuse Unit of the Enforcement Division of the Securities and Exchange Commission (SEC) announced settlements of securities fraud actions involving a city, an underwriter, a...more

Mintz - Public Finance Viewpoints

MSRB Addresses Selective Disclosure

On September 13, 2017, the Municipal Securities Rulemaking Board (the “MSRB”) published a market advisory on selective disclosure (the “Notice”). The stated purpose of the Notice is to “increase awareness” of selective...more

Mintz - Public Finance Viewpoints

SEC Proposes Expansive New Continuing Disclosure Requirements Regarding Private Debt and Other Financial Obligations

On March 15, 2017, the Securities and Exchange Commission (“Commission” or “SEC”) published in the Federal Register for comment proposed amendments to Rule 15c2-12 (the “Rule”) under the Securities Exchange Act of 1934...more

Holland & Knight LLP

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

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The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

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