NABL U The Institute

NABL U is excited to present The Institute: Virtual 2021! The Institute will be held March 3-5, 2021, using an all-virtual format on the Zoom webinar platform, making it accessible from practically any location, including your remote home office. We look forward to having you join us for advanced tax, securities and general public finance law insights from experts in the municipal finance industry.  

For the first time at this conference, The Institute will be held over three days to allow time for attendees to participate in substantive discussions and engage with panelists, colleagues and friends near and far. It will also feature new virtual formats designed to facilitate discussion and foster the exchange of ideas, lessons learned and structuring points.

The Institute features an exciting agenda designed to explore the newest trends, best practices, and challenges affecting the municipal finance practice. It’s the only conference of its kind that offers sessions focused on advanced topics that are structured to appeal to experienced professionals. The conference builds on foundational matters addressed in NABL U’s The Essentials and general knowledge in NABL U’s The Workshop conferences. Matters discussed at The Institute will help with developing your practice and train you to keep up with what is happening.  

This is your opportunity to learn from and engage with subject matter experts from across the region. We look forward to welcoming you this March to The Institute: Virtual 2021. 

Chair Deanna L.S. Gregory Pacifica Law Group LLP Seattle, WA

Vice Chair Marybeth Orsini Ballard Spahr LLP Baltimore, MD

 

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Tax Sessions

These topics will address all aspects of working capital financings and associated considerations undertaken by tax counsel, reissuance and refunding matters as we phase-out LIBOR, how to calculate and measure private business use, and practical considerations for IRS tax audits, VCAP and ruling requests. 

 

Securities Sessions

Throughout the conference, these sessions will address the roles and responsibilities of underwriter’s counsel and disclosure counsel, practical considerations related to electronic disclosure, developing meaningful risk disclosure, and other trends and considerations related to ongoing disclosure under Rule 15c2-12.  

 

Panel Sessions with Breakout Groups (NEW!)

Two sessions at The Institute, including a panel devoted to the role of taxable bonds in the municipal market and a panel discussing considerations related to forward delivery bonds, will feature a larger general group discussion before moving attendees into self-selected smaller breakout groups focused on tax, disclosure, and structuring considerations.  

A new feature this year are the Small Session Discussions. There will be four special smaller group discussions, designed to discuss and take a deep dive into specific topics related to investor security, management contracts, certain exempt facility financings and the nature of the lien in the context of municipal finance. The four sessions below offer limited capacity on a first come, first served basis, and participants may only attend one. 
 

Thursday, March 4, 2:15pm - 3:30pm ET  

 

Small Session Discussion 1: Drafting Disclosure Policies and Procedures  [SOLD OUT]

Uyen Y. Poh
Norton Rose Fulbright US LLP
New York, NY 
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This panel will address the ins and outs of drafting meaningful written disclosure policies and procedures related to initial, voluntary and ongoing disclosure, including timing, content (one size fits all or tailored policies), and best practices. This session will also discuss matters related to adopting a materiality standard for financial obligations under Rule 15c2-12 and other considerations.

 

Small Session Discussion 2: Structuring of Financings for Airports, Docks and Wharves and other Exempt Facilities [SOLD OUT]

Michela Daliana
Hawkins Delafield & Wood LLP
New York, NY
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This session will involve discussion of the applicable rules concerning financing airports, docks and wharves and surface freight transfer facilities and general issues under Section 142 and 147 that apply to these types of facilities.  

 

Friday, March 5, 11:00am – 12:15pm ET  

Small Session Discussion 3: Investor Security – Liens and Municipal Bonds  [SOLD OUT]

Kris A. Moussette
Hinckley, Allen & Snyder LLP
Boston, MA
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This panel will discuss the nature of the lien in the context of municipal bonds, discuss how the lien would be treated in the event of a payment default and bankruptcy, explore how the lien could be made stronger and address disclosure issues and risks.

 

Small Session Discussion 4:  Current Trends in Management Contracts, Research Agreements, and Naming Rights [SOLD OUT]

Andrea M. Ball
Orrick, Herrington & Sutcliffe LLP
New York, NY 
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This session will involve a discussion of the applicable rules governing management contracts, research agreements, and naming rights rules. The discussion will focus on current trends in these areas, working through specific examples and document provisions.
 

 

12:45pm - 2:00pm ET

Working with Working Capital

Brent L. Feller
Chapman and Cutler LLP
Chicago, IL 

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The session will address all aspects of working capital financings and the associated considerations undertaken by tax counsel. The session will include discussion on short-term, long-term, and extraordinary working capital financings, as well as an in-depth analysis of which amounts constitute available amounts. 
 

Ongoing Disclosure Undertakings and Practical Due Diligence

Brandon C. Pond
Hillis Clark Martin & Peterson P.S.
Seattle, WA

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This panel will discuss SEC Rule 15c2-12 and how municipal securities issuers, underwriters, municipal advisors and counsel have adjusted and implemented the amendments to the Rule. Discuss Q&A publication and other industry trends related to ongoing disclosure, including drafting the undertaking and diligencing compliance with listed events 15 and 16.  

 

2:30pm - 3:45pm ET

Computing Private Business Use

Perry E. Israel
Law Office of Perry Israel
Sacramento, CA

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This panel will focus on the rules for calculating and measuring private business use. Discussions will address common situations for which application of the rules has proven challenging, such as measuring private business use in new money and refunding situations, measuring the amount of nonqualified bonds in remedial action scenarios, applying multipurpose issue allocations and separate issue elections in calculations, and curing private business use issues through combining new money with refunding bonds.  

 

Electronic Disclosure – Practical Considerations

Stacey Lewis
Pacifica Law Group LLP
Seattle, WA

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This session will discuss electronic disclosure by state and local municipal bond issuers – use of websites, social media, and other electronic communications that may be considered speaking to the market. This panel will discuss the NABL publication “Practical Considerations in Electronic Disclosure by State and Municipal Bond Issuers” in light of 2020 guidance from the SEC regarding secondary market communications.

 

4:15pm - 5:45pm ET

Forward Deliveries – Documentation, Tax and Disclosure Issues 

Christine E. Reynolds
Orrick, Herrington & Sutcliffe LLP
Portland, OR

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Issues to be discussed include the basic mechanics to a forward delivery (what it is and how it works), documentation pitfalls and things to look out for, identifying tax issues, disclosing information about the purchase agreement and associated risks.

 

12:30pm - 1:45pm ET

Investor Considerations and Other Disclosure Trends

Jade Turner-Bond
Nixon Peabody LLP
Los Angeles, CA

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This panel will discuss industry trends and best practices relating to risk disclosure and other considerations such as COVID impacts and response, cybersecurity, and climate change (why are these risks, drafting meaningful risk disclosure, due diligence, and other considerations).

 

Reissuance and Refunding Matters and Final LIBOR Countdown

Christie L. Martin
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
Boston, MA

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This session will primarily address the phaseout of LIBOR and related reissuance and refunding implications. Current and proposed regulations as well as NABL comments to the proposed regulations will be discussed. Additional refunding and reissuance advanced topics will be addressed if time permits.
 

 

4:00pm - 5:15pm ET

Tax Audits; VCAP; and Ruling Requests – Practical Considerations (PRACTITIONER ONLY/CLOSED SESSION)

Carol L. Lew
Stradling Yocca Carlson & Rauth
Newport Beach, CA

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This panel will cover recent tax audit experiences and practical issues encountered in VCAP and ruling requests. The discussion will focus on practice tips instead of IRS organizational and hierarchical matters. The panel will discuss how to submit a PLR and review considerations in requesting a particular form of guidance.

 

Understanding the Roles of Disclosure Counsel and Underwriter’s Counsel

Michael P. Botelho
Updike, Kelly & Spellacy, P.C.
Hartford, CT

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Roles may overlap when it comes to disclosure due diligence and expectations, but each role is distinct and has unique characteristics. This panel will compare and contrast the roles of underwriter’s counsel and disclosure counsel, including due diligence responsibilities, working with in-house counsel, working with guidelines for outside counsel, client expectations, industry trends, and certain components of NABL's Model Letter of Underwriter's Counsel Second Edition and certain components of NABL's Model Letter of Disclosure Counsel.

 

12:45pm - 2:15pm ET

Taxable Municipal Bonds – Documentation, Tax and Disclosure Issues 

Kristin H.R. Franceschi
DLA Piper LLP (US)
Baltimore, MD 

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This session will address the pronounced increase since 2020 in the issuance of taxable bonds by states and municipalities as well as 501(c)(3) borrowers, including tax, securities, disclosure and market issues. Tax issues include complications relating to taxable refundings of tax-exempt bonds, structuring taxable bonds to be able to be refunded tax-exempt, and potential UBIT issues for 501(c)(3) issuers. Disclosure issues to discuss include short form vs. long form taxable bond disclosure and other considerations.  

 

Opening Session - Ethics: Municipal Finance and Working in the New Normal, Wednesday, March 3, 11:00am – 12:15pm ET

Attendees will not want to miss the Ethics session at The Institute. This ethics general session will discuss how our practice has changed, the challenges, and lessons learned as we work in the “new normal” one year after the first declarations were made related to the COVID-19 pandemic. Drawing from the ABA Model Rules of Professional Conduct and industry guidance, this panel will discuss practical considerations relevant to every public finance practitioner working in today’s world.

Legislative Update: News from Washington, D.C., Friday, March 5, 2:45pm – 3:45pm ET

During this session, attendees will get an overview about what’s happening in Washington DC including an update from the MSRB followed by an up-to-the-minute discussion about legislative activity in Congress and how it might affect the world of municipal finance. Coupled with an summary of NABL’s advocacy efforts, this is session is sure to be engaging and informative. CLE is not offered for this session.

 

Jessica Giroux NABL's Director of Governmental Affairs Washington, D.C.	Michael Belarmino Government Finance Officers Association (GFOA) Washington, D.C.
Mark T. Kim CEO Municipal Securities Rulemaking Board (MSRB)	Evan Giesemann Tax and Economic Policy Advisor Office of Rep. Terri Sewell (D-AL)

 

The Institute: Virtual 2021 will feature a variety of ways for you to catch up with friends and colleagues from across the country. Networking receptions will be held on Wednesday and Thursday evenings for all attendees to gather in a more social format.  

Wednesday, March 3, 6:00pm - 7:00pm ET

Welcome Reception and New Committee Spotlight: 
Issuer's and In-House Counsel Committee *Open to all Institute attendees.* 

Thursday, March 4, 11:00am - 12:00pm ET

NABL Committee Meetings 

Join NABL’s Diversity Committee Reception on Thursday, March 4, for a forum, Social Justice—Stories from the Past, Lessons for the Future, featuring Mayor Stephen K. Benjamin, Columbia, SC. Mayor Benjamin will share personal and professional stories related to bias and bigotry with ideas on how to make progress and offer potential solutions. Mayor Benjamin is also a public finance lawyer, so he provides a unique perspective to help elevate this discussion for NABL’s entire membership and beyond. 

 

The Institute: Virtual 2021 offers the ability to earn up to 10.50 hours of CLE credit, which includes 1.25 hours of ethics credit. In states with a 50-minute CLE hour, up to 12.60 hours of credit is anticipated, including 1.5 hours of ethics credit. This is an excellent opportunity to keep current with your law specialty and easily fulfill your mandatory CLE requirements. NABL will apply for CLE credits, including ethics credit, from those states that have mandatory CLE requirements. 

NABL’s automated online CLE process allows members who attend The Institute: Virtual 2021 to login to their online profiles and update their registration form to reflect the sessions actually attended by March 19, 2021. Members can download their own state CLE certificates after March 26, 2021.

 

As a NABL sponsor, your organization will receive year-long, high-level recognition. Your logo, including a hyperlink to your company’s website, will appear on NABL's website and in our e-newsletters for the entire year. Your logo will also appear on conference promotional emails and on the closing PowerPoint slide of each panel session. A description of your company will also be posted on the sponsorship page of our website. Sponsors have a unique opportunity to support NABL’s efforts and raise the visibility of their organization to more than 2,500 members. Be recognized as a leader by the leaders; more than 85% of NABL members are firm partners and decision makers. Check out the 2021 Sponsorship Brochure, and contact Susan Zelner for more details.

 

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