Welcome!

This year's Institute has an exciting agenda that will delve into the most recent trends, best practices, and challenges affecting the municipal finance practice. It is the only conference of its kind that provides sessions featuring advanced topics designed to appeal to experienced professionals. The conference expands on subjects addressed in The Essentials and Workshop conferences, as well as general knowledge sessions. The topics covered at The Institute will help you develop your practice and keep you informed about industry developments.

To foster a collegial environment and allow for free-flowing, candid discussions, The Institute 2023 is in-person only and sessions will not be recorded.  Register early to reserve your seat at the table.

Explore high-level analyses of the latest trends and challenges in public finance law to broaden your horizons. Prepare for a variety of changes in the political climate and workings of Washington.

We invite you to take this opportunity to learn from and engage with subject matter experts from across the country.



Hillary D. Phelps, Chair

Chapman and Cutler LLP
Chicago, IL




John F. Stanley, Vice Chair

Orrick, Herrington, and Sutcliffe LLP
San Francisco, CA 

 

Agenda

Securities Sessions   Tax Sessions   Coffee Talks   Panel Chairs & Sessions   Download Agenda


 

Thursday, March 9
NOTE: All sessions are Mountain Time
 

 

7:00am - 5:30pm
 
Registration/Check-In Desk Open
 
7:00am - 8:00am
 
Continental Breakfast Buffet
 
7:00am - 8:00am NABL Committee Meetings
Tax Law Committee
Securities Law and Disclosure Committee
General Law and Practice Committee
Member Services Committee

 
8:00am - 9:15am
 
General Session: A Whole New (Muni Bond) World: Preparing for the
    New Economic Realities

 
9:15am - 9:45am
 
Networking Break
 
9:45am - 11:00am Securities Law Considerations Concerning Limited Public Offerings
     and Private Placements

Direct Pay Tax Credits and Output Facilities

 
11:00am - 11:30am
 
Networking Break
 
11:30am - 12:45pm
 
Theories of Liability in an SEC Enforcement Action 
Working With the IRS: Audit, VCAP and Other IRS Interactions

 
12:45pm - 2:30pm
 
Luncheon and Speaker TBD
 
2:45pm - 4:00pm
 
Current Tax Issues for Financing Structures
Two Thousand Twenty-Three Leagues Under the Diligence Sea: A
    Deeper Dive into Due Diligence

 
4:00pm - 4:15pm
 
Networking Break
 
4:15pm - 5:30pm
 
Forward Deliveries: Documentation, Tax and Disclosure
    Considerations

Positive Arbitrage!

 
5:30pm - 6:30pm Welcome Reception


 

Friday, March 10
NOTE: All sessions are Mountain Time
 

7:00am - 1:00pm
 
Registration/Check-In Desk Open
 
7:00am - 8:00am
 
Continental Breakfast Buffet
 
7:30am - 8:45am
 
Coffee Talk (Roundtable Discussion) Sessions  
LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

Trends and Issues in Primary and Continuing Disclosure
Drafting Disclosure Policies and Procedures
Management Contracts
Working Capital


 
8:45am - 9:00am
 
Transition Break
 
9:00am - 10:15am

 
Ethics: Navigating Conflicts of Interest in Municipal Securities Transactions
 
10:15am - 10:30am
 
Networking Break
 
10:30am - 11:45am
 
ESG 201: Practical Implications of Environmental, Social and Governance (ESG) Analysis in the Municipal Securities Markets
Tax Rules that Only Apply to Small Issues
 
11:45am - 12:00pm
 
Networking Break
 
12:00pm - 1:15pm
 
Current Considerations for Underwriters' Counsel
No Volume Cap, No Problem

 

 

 

 

Panel Chairs and Session Descriptions
 

  General Session: A Whole New (Muni Bond) World: Preparing for the New Economic Realities

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


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PANELISTS
Andrew Borders, Kutak Rock LLP, Kansas City, MO
Cliff Gerber, Norton Rose Fulbright US LLP, San Francisco, CA
Peter Czajkowski, Stifel Financial Corp., Saint Louis, MO

With interest rates continuing to rise, we need to prepare for new complexities in the municipal securities market.  This panel will address the history of similar market conditions and consider relevant challenges the municipal securities market may face and how to address them.  Topics for discussion will include the use of bond structures such as variable rate demand obligations (VRDOs), private placement transactions, liquidity instruments, short-term borrowing alternatives, strategies for investing bond proceeds including investment products  use of forward delivery contracts, tender and/or exchange transactions, and relevant tax and disclosure considerations.



 

  Ethics: Navigating Conflicts of Interest in Municipal Securities Transactions           
    

Chair: Michael L. Moore
New York City Law Department, New York, NY


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PANELISTS
Kristin Franceschi , DLA Piper LLP (US), Baltimore, MD
Randy Curato, ALAS, Ltd., Chicago, IL
Martye Kendrick, Greenberg Traurig, LLP, Houston, TX

Attorneys practicing in the municipal securities industry often face challenging questions about conflicts of interest. This panel will review the rules around conflicts of interest and discuss some of the questions around conflicts in the context of the municipal bond transaction such as serving in multiple roles on the same transaction and obtaining waivers. 


Biography: Michael Moore serves as the Deputy Chief of Municipal Finance Division of the New York City Law Department.

He began his legal career as a judicial law clerk for The Honorable Michelle Hollar-Gregory in the New Jersey Superior Court Law Division.  Subsequently, he worked as an associate general counsel for a developer and as an associate at a mid-sized law firm in New Jersey, where he representing his private clients in real estate. He joined the Law Department in 2012 and served as Senior Counsel in the Economic Development Division, and successfully led several economic development projects including retail, residential, office and other complexed commercial mixed-use projects.  He received the New York City Bar Association's Municipal Affairs Award for his outstanding work in the Economic Development Division and for his excellence in advocating for the New York.  In 2015, he was promoted to Deputy Chief of the Municipal Finance Division. He received the Law Department’s Jeffrey Friedlander Award for his excellence in management and outstanding work in the Municipal Finance Division in 2021.


 

Coffee Talks (Roundtable Discussions)
LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

 

 

Coffee Talk (Roundtable Discussion) Trends and Issues in Primary and Continuing Disclosure 


Chair: Glenn E. Weinstein, Miller
Canfield, Paddock and Stone, P.L.C.; Chicago, Il

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This non-CLE session will provide participants an opportunity to discuss trends and approaches to primary disclosure including cybersecurity, ESG, VRDOs and remarketings and climate change, and recent issues arising with respect to continuing disclosure.  Participants will also have an opportunity to discuss trends they are seeing with respect to both areas. Attendees of this session are expected to participate in the discussion. This session is for practitioners only,


 

  Coffee Talk (Roundtable Discussion): Drafting Disclosure Policies and Procedures    
  

Chair: Timothy A. Stratton
The Stratton Law Firm, PLLC; Scottsdale, AZ


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This non-CLE session will discuss approaches to drafting disclosure policies and procedures including key provisions that should be included and developments in the market that could necessitate a need to update policies and procedures. Attendees of this session are expected to participate in the discussion.  This session is for practitioners only, with no members of the press or government officials present.

 

  Coffee Talk (Roundtable Discussion): Management Contracts                       
                 

Chair: Jennifer B. Córdova
Hawkins Delafield & Wood LLP, Portland, OR


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This non-CLE session will discuss approaches to evaluating management and service contracts under Revenue Procedure 2017-13, including the impact of recent rulings. Attendees of this session are expected to participate in the discussion.  This session is for practitioners only, with no members of the press or government officials present.



 

  Coffee Talk (Roundtable Discussion): Working Capital             
                                       

Chair: Keisha S. Palmer
Robinson & Cole, Hartford, CT 


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This non-CLE session will allow for a discussion of various issues related to working capital for tax-exempt financings, including both short-term and long-term working capital financings. Attendees of this session are expected to participate in the discussion.  This session is for practitioners only, with no members of the press or government officials present.



 

  Forward Deliveries: Documentation, Tax and Disclosure Considerations     
                

Chair: Kris A. Moussette
Hinckley, Allen & Snyder LLP; Boston, MA  


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PANELISTS
Adam Baird, Kutak Rock LLP, Spokane, WA
John Vetter, Fidelity Investments, Merrimack, NH
Lesly Murray, Butler Snow LLP, Ridgeland, MS

Forward delivery bonds continue to be an important tool utilized in the market. This panel will discuss the mechanics of 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. This session will also look at questions surrounding what to do if there is a material change that needs to be disclosed following the initial closing of the bonds.

 

  Two Thousand Twenty-Three Leagues Under the Diligence Sea: A Deeper Dive into Due Diligence      

Chair: Drew M. Slone
Locke Lord LLP, Dallas, TX


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PANELISTS
Mu'min Islam, City of Atlanta Department of Law, Atlanta, GA
David Grossklaus, Dorsey & Whitney LLP, Des Moines, IA
Sandy MacLennan, Squire Patton Boggs (US) LLP, Tampa, FL

On the heels of NABL's 2022 White Paper on this topic, this panel will consider strategies for determining what to review when conducting due diligence on certain types of transactions, considerations when diligencing third party reports and confidential information, and best practices in the diligence process.


 

  Theories of Liability in an SEC Enforcement Action                                                   

      

Chair: Andrew R. Kintzinger
Hunton Andrews Kurth LLP, Washington, DC


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PANELISTS
Cori Shepherd, U.S. Securities and Exchange Commission, Washington, DC
Kim Magrini, Ballard Spahr LLP, Philadelphia, PA
Dan Gottlieb, Hillis Clark Martin & Peterson P.S., Seattle, WA

This panel will look at the standards that the SEC applies when pursuing an enforcement action including standards of fraud, control person liability and others. Panelists will cover precedent setting cases in the municipal securities markets with respect to these standards as well as other landmark SEC cases that inform our approach in a municipal securities transaction.  


 

  ESG 201: Practical Implications of Environmental, Social and Governance (ESG) Analysis in the Municipal Securities Markets                                                                          
Chair: Alice M. Ostdiek
Stradling Yocca Carlson & Rauth, PC; Seattle, WA


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This panel will take a deeper look at the effects of incorporating ESG factors in credit analysis and investing in the municipal securities market. The panelists will discuss issues from “labelled” bonds to the incorporation of ESG criteria in traditional ratings analysis, and it will address practical approaches to the legal considerations surrounding ESG disclosure in primary offerings and continuing disclosure. Topics for discussion will include drafting standard disclosure with ESG factors in mind, developing ESG-specific risk factor disclosures, tools to diligence ESG disclosures, and industry accepted frameworks for disclosure.  The panel will also touch on the SEC’s proposed rules on climate change disclosures for public companies and review the latest regulatory moves in the ESG space.
 

  Current Considerations for Underwriters' Counsel     
                                                        

Chair: Nathan Canova
Dorsey & Whitney LLP; Salt Lake City, UT


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PANELISTS
Rick Weber, Norton Rose Fulbright US LLP, Houston, TX
Brian Garzione, Hawkins Delafield & Wood LLP, Washington, DC
Mary McPike, Stifel, Nicolaus & Company, Inc., St. Louis, MO

This session will review a number of timely topics that underwriters' counsel should consider when advising clients, including state restrictions on financial institutions due to their ESG positions, how underwriters can steer clear of the Municipal Advisor Rules and recent SEC enforcement actions that implicate underwriters participating in limited offerings.




 
  Securities Law Considerations Concerning Limited Public Offerings and Private Placements 
  
Chair: Michael P. Botelho
Updike, Kelly & Spellacy, P.C.; Hartford, CT


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PANELISTS
Ed Fierro, Bracewell LLP, Houston, TX
Leslie Norwood, SIFMA, New York, NY
Sarah Smith, McCarter & English, LLP, Boston, MA

This panel will examine limited public offerings and private placements (including bank direct placements) and particular considerations regarding standards of disclosure, investor letters and other topics that distinguish these offerings from public offerings. The role of placement agent counsel and underwriters'  counsel in these transactions will also be explored as well as the appropriateness of certain opinions and due diligence.



 
  Current Tax Issues for Financing Structures         
                                                           

Chair: Timothy J. Horstmann
McNees Wallace & Nurick LLC; Harrisburg, PA


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PANELISTS
Taylor Klavan, Squire Patton Boggs (US) LLP, Houston, TX
Bill Henn, McKennon Shelton & Henn LLP, Baltimore, MD
George Magnatta, Saul Ewing LLP, Philadelphia, PA

This panel will focus on current tax issues in financing and refinancing structures, including structures to address volatile or rising interest rates, interim financing structures, and LIBOR transitions.

 

 

  Positive Arbitrage!                                                                                                                 
Chair: Vanessa A. Lowry
Greenberg Traurig, LLP; Philadelphia, PA


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PANELISTS
Carol Lew,  Stradling Yocca Carlson & Rauth, Newport Beach, CA
Michael Steinbrook, PFM Asset Management LLC, Harrisburg, PA
Andy Mathes, Causey Demgen & Moore P.C., Denver, CO

A discussion of investment-related issues and opportunities arising in a higher yield environment, including strategies and approaches to investing without violating yield-restriction rules, as well as for minimizing any rebate or yield reduction payment liability through elections that must be made by the issue date and other permitted structuring tools.


 

  Working With the IRS: Audit, VCAP and Other IRS Interactions     
                                 
 
Chair: Eorl H. Carlson
Jones Hall, APLC; San Francisco, CA


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PANELISTS
Michaela Daliana, Hawkins Delafield & Wood LLP, New york, NY
Adam Harden, Cantu Harden LLP,  San Antonio, TX
Johnny Hutchinson, Nixon Peabody LLP, New York, NY

A practitioner-only discussion of IRS enforcement activity and other IRS interactions, including rulings, VCAPs, and approaches for resolving administrative issues.


 

  Tax Rules that Only Apply to Small Issues

Chair: Todd L. Cooper
Locke Lord LLP; Cincinnati, OH                                                          

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PANELISTS
Marybeth Orsini, Ballard Spahr LLP, Baltimore, MD
Meghan McKernan, Gilmore & Bell, P.C., Kansas City, MO

Several federal income tax exceptions or special rules apply only to bonds issued under a certain dollar amount, and this panel will focus on those, including bank-qualified status, small issue industrial development bonds for manufacturing, small issue rebate exceptions, and other tax guidance specific to smaller transactions.  

                                                  

  No Volume Cap, No Problem                                                                                                   
Chair: Matthias M. Edrich
Kutak Rock LLP; Denver, CO


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PANELISTS
Rich Moore, Orrick, Herrington & Sutcliffe LLP, San Francisco, CA
Allison Benge, Pacifica Law Group LLP, Seattle, WA
Will Milford, Bryant Miller Olive P.A., Jacksonville, FL

With volume cap in scarce supply in many states, this panel will discuss tax structures to finance housing, including workforce housing, and other private activity bond-type projects on a tax-exempt basis without volume cap or using the volume cap “recycling” provision of the tax code.


 

  Direct Pay Tax Credits and Output Facilities                                                                         
Chair: Charles S. Henck
Ballard Spahr LLP; Washington, DC


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The Inflation Reduction Act created direct pay tax credits to tax-exempt entities for qualifying green energy projects (as well as certain other categories of projects).  This panel will discuss issues surrounding those credits, including issues for tax-credit eligible projects financed with tax-exempt bonds that are treated as output facilities.

 

 

The Institute is designed for NABL members only with five or more years of experience in municipal finance who desire a deep examination of the tax, securities and general public finance laws that impact bond transactions. Register online now or download the registration form (when it's available) to register by check or email. 

NOTICE: We've updated our registration system. When registering, click the registration button, then “Sign in” (upper right menu item) with your member credentials. Questions? Contact registration@nabl.org.

 Register Now 

 

 PDF Form 


Members: $695

Non-members, includes one year of NABL membership: $1,270 

Not a member? Join and Register Today!

Registration fees include NABL membership (through December 2023) for new members who join and register for The Institute.  Your membership application must be submitted with The Institute registration form. NABL membership is an individual, not firm, membership. 


Registration Substitution and Refund Policy

  • Substitutions and cancellations are permitted when requested in writing by Thursday, February 23, 2023, 12:00am ET. Email requests to registration@nabl.org.



We negotiated special room rates at the Westin Kierland Resort & Spa for Institute attendees; click here to make your reservations or contact the Marriott Central Reservations Department at 800.354.5892 and reference our group by name, National Association of Bond Lawyers. This will ensure you receive the contracted rate. 

Discover a serene oasis at The Westin Kierland Resort & Spa, a four-star destination in North Scottsdale, Arizona. Located near versatile dining and shopping at Kierland Commons, this hotel offers a stimulating experience in the Sonoran Desert.

 

  Reserve A Room  
Room rate: $359
Reservation Deadline: 2/14/2023


Hotel Information 
Marriott Central Reservations Department 800.354-5892
The Westin Kierland Resort & Spa  480.624.1000

6902 East Greenway Parkway, Scottsdale, AZ  85254
 

Amenities

Each resort suite offers high-speed internet access, complimentary bottled water, a work desk and coffee maker. Stream the latest movie or series on your flat-screen TV, energize with signature bath products, relax at two luxurious pools, or visit Agave, The Arizona Spa & Salon.
 

Airport

Phoenix Sky Harbor International Airport (PHX)  19.8 miles

  Photo 1










 

The Institute will offer 10.00 CLE credit hours, which includes 1.25 ethics hours, in states with a 60-minute CLE credit hour. States with a 50-minute CLE credit hour offer up to 12.00 total hours, including 1.50 ethics credits. We will apply for and anticipate receiving approval for these hours in all applicable states. 

When registering for The Institute, please select the sessions you plan to attend, so we can provide you with the correct credit hours for the conference. You have one week after The Institute to make changes to your schedule to reflect sessions you attended. 

 

Post-Conference: Access Certificates after March 21, 2023
A post-conference email will be sent to attendees with instructions for certificate download. If you have questions or need login assistance, contact us via cle@nabl.org.



We are grateful to our sponsors who help make this conference possible. Sponsorship plays an important role in promoting the integrity of the municipal bond market and is crucial to making all our educational and advocacy events a integral part of NABL's success. Take a moment and visit their websites to learn more about who they are by clicking on their logos.

See more information about NABL sponsorship.

 


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About NABL Sponsorship
NABL sponsors play a special role in promoting the integrity of the municipal market through education and advocacy. Sponsors receive year-long, high-level recognition by being associated with NABL through exposure targeted to NABL members and constituencies. 

Get in front of firm partners and decision-makers; 85% of NABL membership is comprised of leaders. Your company's hyperlinks and logos will be featured in these digital spaces:

  • Website, a company description is posted on a dedicated sponsorship page of our website.
  • Newsletters
  • Social Posts
  • Email Campaigns
  • Special recognition with logo placement in conference promotional emails and the closing slide of each panel session. 

This is a unique opportunity to support our efforts and raise the visibility of your organization to more than 2,500 members and industry nonmembers. Check out the Sponsorship Brochure, and contact Sabrina Kidwai for more details.