Refunding and Reissuance


The panel focused on recent developments and discussed and analyzed a variety of refunding and reissuance tax issues through a discussion of hypotheticals designed to appeal to attendees with a working knowledge of the applicable federal tax rules pertaining to refunding and reissuance transactions.


Panel ChairAlison J. Benge, Pacifica Law Group LLP, Seattle, WA


Jennifer R. Capasso Mendonca, Locke Lord LLP, Boston, MA
Taylor L. Klavan, Squire Patton Boggs (US) LLP, Houston, TX 
William A. Milford, Bryant Miller Olive P.A., Jacksonville, FL




SEC Enforcement - Disclosure and Compliance Decisions in the Age of an Enhanced Enforcement Presence


The panel started off with a primer on the anatomy of an SEC investigation, from the receipt subpoenas to the Wells process, with a focus on how investigations differ from litigation. The discussion included the SEC Staff's efforts to highlight the value of "cooperation" and the discretion of the Staff when affirmative assistance is offered. The panel then discussed select Enforcement trends, including the importance of accuracy in disclosures beyond offering materials and continuing disclosure filings -- both historically and in light of the February 2020 OMS Staff Bulletin No. 21. The discussion included an in-depth review of the scienter element of a 10b-5 violation in the municipal context, and important lessons learned for municipalities from the vast body of public company and penny stock Enforcement actions. The panel also considered how training and policies can impact the SEC Staff's charging decisions, including pointers for testing the sufficiency of a disclosure compliance program.


Panel Chair: Kathleen M. Marcus, Stradling Yocca Carlson & Rauth, Newport Beach, CA


Deanna L.S. Gregory, Pacifica Law Group LLP, Seattle, WA
Steve Varholik, U.S. Securities and Exchange Commission, San Francisco, CA


Tax Concepts in Bank Direct Purchase and Bank Qualification


In this session, tax law practitioners discussed the tax law issues that arose in bank direct placements and bank loans, as well as selected tax considerations regarding bank-qualified bonds. Issues that were discussed included: reissuance, determining the issue price of the obligation, what should be considered interest, whether contingent payments have been created, and margin rate factor provisions. Bank qualification discussion focused on issues relating to refundings and deemed designations, timing of designations, impact of premium, and aggregation rules.

Panel Chair: G. Mark Mamantov, Bass, Berry & Sims PLC, Knoxville, TN


Michael J. Bradshaw, Jr., Butler Snow LLP, Memphis, TN
Brent L. Feller, Chapman and Cutler LLP, Chicago, IL