New Roundtable Discussion Sessions
*These sessions have reached capacity*
For the first time at The Institute, there will be two exclusive roundtable discussion sessions on Thursday. Each roundtable will include an introduction and guided discussion by the moderator and materials laying out important legal points. A significant focus of each roundtable will be on fostering candid discussion among attendees to share opinions and experiences. The point of each roundtable is to have a meaningful exchange of ideas among experienced professionals. To encourage an open dialogue and facilitate this new format, attendance is limited to the first 40 participants and will be open to practitioners only. The sessions will close when they reach capacity.
Roundtable Topics:
Drafting Disclosure Policies and Procedures | Thursday, 4:15 PM - 5:30 PM
Moderator: Sam M. Gill
McCall, Parkhurst & Horton L.L.P.
Dallas, TX
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Join participants for a discussion-based analysis of best practices and the “ins and outs” of drafting meaningful disclosure policies and procedures. Recognizing that a one-size fits all approach may not always work, attendees will be encouraged to share experiences with producing tailored policies. With the help of the session moderator, discussion will also center around a potential materiality standard for dealing with the new listed events in Rule 15c2-12, the advantages and disadvantages of including such a standard in policies and procedures, and tools to advise issuers with developing policies and procedures. The moderator will encourage contributions, suggestions, and real-life examples and situations from attendees.
Tax Structuring of Financings for Airports, Docks and Wharves and Other Exempt Facilities | Thursday, 2:45 PM - 4:00 PM
Moderator: Michela Daliana
Hawkins Delafield & Wood LLP
New York, NY
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This roundtable discussion session will focus on tax structuring of financings for airports, docks and wharves and other exempt facilities and will be moderated by a leading tax attorney with recognized national experience in exempt facility transaction structures. Discussion will focus on applying current rules to transactions and evaluating new tax law guidance and new structuring approaches. The moderator will encourage contributions, suggestions, and real-life examples and situations from attendees.
15c2-12 Amendments – One Year Later
Brandon C. Pond
Clark Martin & Peterson P.S.
Seattle, WA
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A year after the effective date of the ongoing disclosure rules, this panel will discuss how municipal securities issuers, underwriters, and municipal advisors and their counsels have adjusted and implemented the amendments. Panelists will discuss industry trends and hot topics related to the amendments and how to work with clients to adopt meaningful policies and procedures.
Advanced Tax Topics Regarding Qualified 501(c)(3) Bonds
Andrea M. Ball
Orrick, Herrington & Sutcliffe LLP
New York, NY
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This panel will review and discuss the roles of borrower’s counsel and bond counsel relating to diligence concerning 501(c)(3) opinions and the analysis of unrelated trade or business activities occurring in bond-financed property. Panelists will also address topics such as entities that have not yet received determination letters or entities classified as “private foundations,” diligence relating to “charity care” standards applicable to hospitals, and matters relating to partnerships involving 501(c)(3) organizations.
Computing Private Business Use and Private Payments
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 and private payments. Discussions will address common situations for which application of the rules has proven challenging, such as measuring private business use and applying equity allocations in refunding situations, measuring the amount of nonqualified bonds in remedial action scenarios, applying multipurpose issue allocations, and separate issue elections in calculations as well as curing private business use issues through combining new money with refunding bonds. The panel discussion will also address related issues in calculating private payments and will include detailed computations.
Electronic Disclosure
David Y. Bannard
Kaplan Kirsh & Rockwell LLP
Boston, MA
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This session will discuss electronic disclosure by state and local municipal bond issuers – use of websites, social media, investor roadshows, and other electronic communications that may be considered to be communications to the market. This session follows on the heels of the new NABL publication “Practical Considerations in Electronic Disclosure by State and Municipal Bond Issuers” to be published in the Municipal Finance Journal. Questions and participation by audience members is welcomed.
Ethical Considerations in Public Finance
Ryan K. Callender
Squire Patton Boggs (US) LLP
Cleveland, OH
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This ethics panel will take an in-depth look at the historical evolution of bond counsel, current practice, the ABA Model Rules of Professional Conduct and industry guidance with regard to the role of bond counsel as gatekeeper to the transaction and the fiduciary duty owed to clients. Panelists will discuss ethical issues relating to client confidentiality and client communications with a public client, the tension between the duty of confidentiality and having a client that is otherwise subject to FOIA, with an emphasis on the use of social media, blogs and technology.
Forward Deliveries – Structuring and Disclosure Issues
Christine Reynolds
Orrick, Herrington & Sutcliff LLP
Portland, OR
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This panel will explore forward deliveries. Issues to be discussed include: the basic mechanics to a forward delivery (what it is and how it works), documentation pitfalls and other matters to look out for, disclosing information about the purchase agreement and associated risks.
Practical Issues Involving Tax Audits, VCAPs and Ruling Requests
Carol L. Lew
Stradling Yocca Carlson & Rauth
Newport Beach, CA
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Attend and learn about recent tax audit experiences and practical issues encountered in VCAP and ruling requests, and share your experiences concerning these topics. Also, hear from Internal Revenue Service representatives concerning administrative developments. Questions and participation by audience members is welcomed.
Primary Disclosure Trends – From Green Bonds to Calamity, Climate Change, and Lahars
Jade Turner-Bond
Nixon Peabody LLP
Los Angeles, CA
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During this panel session, panelists will address best practices relating to specific disclosure topics, red flags to keep an eye out for, and other key considerations when drafting primary disclosure for hot topics, including, for example, green bonds and risks and other considerations such as cybersecurity, climate change, calamity, and bankruptcy. Audience participation is welcomed.
Proposed LIBOR Regulations and Other Reissuance and Refunding Matters
Christie L. Martin
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
Boston, MA
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Join this panel for an in-depth look at the proposed LIBOR transition regulations. Panelists will review practical tax issues arising under the proposed regulations and potential approaches to solving these issues as well as comments provided by NABL to the Treasury Department. Panelists will also discuss other topics concerning reissuances and advance refundings, including matters relating to qualified tender bonds, taxable advance refunding bonds, and documentation practices.
Public Finance Opportunities with Opportunity Zones
Brian P. Teaff
Bracewell LLP
Houston, TX
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Designed for public finance attorneys and their clients, this panel will address tax and non-tax aspects of Opportunity Zone financings relevant to the bond community. Learn the basics of Opportunity Zone structures and how to talk with municipal clients about transactions that may involve Opportunity Zones. Hear about structures that have been implemented thus far (and some that haven’t), work and don’t work with tax-exempt bond financing, and come with questions you may have.
Roles and Responsibilities Series – Disclosure Counsel
Barron F. Wallace
Bracewell LLP
Houston, TX
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This panel will review the role of disclosure counsel including: due diligence responsibilities, working with other deal team members, client expectations, industry trends, holding a meaningful due diligence call, ongoing disclosure and other post issuance expectations (such as client trainings), and certain components of NABL's Model Letter of Disclosure Counsel. This is one session in a two-session series focusing on roles and responsibilities of counsel in the disclosure area – see “Roles and Responsibilities Series – Underwriter’s Counsel” for the second session in this series.
Roles and Responsibilities Series – Underwriter’s Counsel
Michael P. Botelho
Updike, Kelly & Spellacy, P.C.
Hartford, CT
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This is one session in a two-session series focusing on roles and responsibilities of counsel in the disclosure arena. Roles may overlap when it comes to disclosure due diligence and expectations, but each role is distinct and has unique characteristics. This panel will review the role of underwriter’s counsel including: due diligence responsibilities, working with in house counsel, working with guidelines for outside counsel, client expectations, industry trends, holding a meaningful due diligence call, drafting and key considerations for the bond purchase contract, and certain components of NABL's Model Letter of Underwriter's Counsel Second Edition, including the negative assurance and 15c2-12 opinion. See “Roles and Responsibilities Series – Disclosure Counsel” for the second session in this series.
To Lien or Not to Lien – Discussion of the Lien in the Context of Municipal Bonds
Kris A. Moussette
Hinckley, Allen & Snyder LLP
Boston, MA
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This panel will discuss the nature of statutory liens in the context of municipal bonds and structuring approaches to addressing such liens. Panelists will also address potential risks to investors and related disclosure considerations relating to liens.
Yield Restriction and Arbitrage Rebate for Professionals
Rebecca L. Harrigal
Greenberg Traurig, LLP
Philadelphia, PA
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Discussions during this panel will focus on advanced arbitrage rebate matters frequently encountered by issuers and their arbitrage analysts. Topics will include issues that are not being consistently interpreted by the bond counsel community, such as single issue treatment and yield blending. Discussions will also address general yield calculation matters and universal cap, among other matters. Panelists are experts at yield restriction and arbitrage rebate matters and will provide for a thought provoking and practical discussion of these often complex tax issues.