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.

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.

PANELISTS
Peter Lam, Holland & Knight; New York, NY
Carol Lew, Stradling Yocca Carlson & Rauth; Newport Beach, CA
Scott W. Cockerham, Orrick, Herrington & Sutcliffe LLP; Washington, DC

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.

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.

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.

While many unknowns remain surrounding the Financial Data Transparency Act (FDTA), one thing is clear, the municipal market will be discussing structured data and data standards at length over the next few years. Before we start the multiyear rulemaking process to implement the FDTA, it is worth asking – “What do all these technical terms mean?” Join us for a luncheon discussion on structured data with Michelle Savage of XBRL US. She will demonstrate what data standards are, how they work, and how they can be expanded to capture data from a wide array of stakeholders.

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.

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.

PANELISTS
Adam Baird, Kutak Rock LLP; Spokane, WA
John Vetter, Fidelity Investments; Merrimack, NH
Lesly Murray, Butler Snow LLP; Atlanta, GA

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.

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.

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

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.

LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

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

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.

LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

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

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.

LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

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

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.

LIMITED CAPACITY: Be sure to register early and select the topic of your choice.

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

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.

Chair: Alice M. Ostdiek
Stradling Yocca Carlson & Rauth, PC; Seattle, WA

PANELISTS
Lori Trevino, Moody’s Investor Service; San Francisco, CA
Adedurotimi Adedeji, U.S. Bancorp Investments, Inc.; Charlotte, NC

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.

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

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.

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

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.

Chair: Matthias M. Edrich
Kutak Rock LLP; Denver, CO

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.