By: Kiyan Pirgheybi, Communications Manager, NABL 

In the ever-evolving field of law, staying informed and prepared is a necessity and an ethical obligation for legal professionals. The importance of accessing resources and reading reports cannot be overstated. It is the foundation upon which successful legal practices are built and maintained.

Since 1979, the National Association of Bond Lawyers (NABL) has been providing public finance legal professionals with relevant resources to help advance our industry and promote the integrity of the municipal market.

Here are five must read resources from NABL that benefit any public finance attorney.

Model Bond Opinion

This is the fourth edition of NABL’s model bond opinion reports, each of which was designed to reflect then-current municipal bond practice. It was published in 2003, reflecting general developments in opinion practice and the municipal bond industry since the 1997 report (third edition), including increasing complexity in federal tax law. An updated version of this resource will be published in the fall of 2024, along with a panel discussion to be featured on Day 1 of The Workshop in Chicago from September 18-20.

Disclosing Risk Factors in Municipal Securities Offerings

This paper explores legal and practical considerations in (a) identifying and disclosing risk factors in primary offerings of municipal securities and, in some circumstances, related secondary market disclosure and (b) developing policies and procedures for disclosing risk factors. The goal of the paper is to assist NABL members when they advise municipal securities issuers and underwriters. It was published in the summer of 2023.

Model Letter of Disclosure Counsel

This Model Letter is provided to assist NABL members in their representation of issuers (or conduit borrowers) as disclosure counsel in connection with the issuance of municipal securities. It was published in December 2018 and intended as a guide. It includes alternative language, indicated by brackets. In addition, the Comments to this Model Letter provide, in some instances, alternatives to the language in the Model Letter. Other language may be customary in some jurisdictions and the language used in any particular disclosure counsel letter should be reviewed in light of, and conform to, the situation of the specific transaction, as well as internal firm and local opinion practice.

Due Diligence Consideration in Primary Offerings of Municipal Securities

This paper equips NABL members with tools and procedures for consideration when undertaking due diligence reviews for their obligated person and underwriter clients in connection with primary offerings of municipal securities. After establishing a working definition of due diligence, this paper considers why due diligence is undertaken, when due diligence is undertaken, where due diligence is undertaken, and how due diligence is undertaken. The appendices include a diligence questionnaire matrix that lists categories of information that might be helpful in the due diligence process and bibliographies of primary and secondary sources that provide more in-depth treatment of the subject, including relevant enforcement actions by the U.S. Securities and Exchange Commission (“SEC”).

Model Letter of Underwriter’s Counsel

This Model Letter is provided to assist NABL members in their representation of underwriters in connection with the issuance of municipal securities. It was published in 2017 as the second edition, deriving from the first edition in 1999. Among other changes, this second edition incorporates language reflecting changing practice. One of the changes is the inclusion in this Model Letter of an opinion on whether a continuing disclosure undertaking meets the requirements of paragraph (b)(5) of Rule 15c2-12, which has become a common request of underwriters. Another change is the inclusion of negative assurance language concerning the preliminary official statement.