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To analyze the Municipal Securities Rulemaking Board’s new rule outlining the standards of conduct and fiduciary duties applicable to municipal advisors.

This article contains a summary of new MSRB Rule G-42 and identifies key areas where the final version of MSRB Rule G-42 differs from the initial proposal.

New MSRB Rule G-42 represents another significant milestone in the MSRB’s development of a comprehensive regulatory framework for municipal advisors mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and imposes significant requirements on municipal advisors.

Practical guidance from experienced securities and financial services lawyers.

To explain the new Municipal Advisor Rule that will take effect on July 1, 2014, which regulates persons and firms that provide advice to municipal issuers and obligated parties regarding municipal financial products or the issuance of municipal securities or that engage in certain solicitation of municipalities or obligors on behalf of third parties.

Explains who is treated as a Municipal Advisor, the standards applicable to Municipal Advisors, how the Rule may affect municipal securities issuers and obligated persons (collectively referred to as “Borrowers”) as well as other market participants, describes the exceptions and exemption s to the requirements of the Rule, and concludes with suggestions as to how Borrowers and other market participants may promote the flow of information.

The Rule will carry out a requirement of the Dodd-Frank Act, which provides that any party that provides advice to a Borrower regarding municipal financial products or the issuance of municipal securities must register with the SEC and the MSRB as a Municipal Advisor, unless such party qualifies for an exception or exemption under the Rule. Practical Implications: The Rule will change how information flows in the municipal securities market. Some consequences of the Rule may disadvantage Borrowers and other market participants. The Rule may restrict the flow of information provided to Borrowers by participants in the municipal securities marketplace that are not Municipal Advisors.

Practical guidance from experienced financial services lawyers.

To describe the status of municipal advisor rulemaking by the US Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB), and regulatory compliance approaches, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).

Examines the posture of the SEC, MSRB and Financial Industry Regulatory Authority (FINRA) upon completion of the MSRB’s core regulatory framework for municipal advisors. Explores threshold issues in determining municipal advisor status, approaches for preparing for and responding to initial regulatory compliance examinations by the SEC and FINRA, and key considerations in reviewing municipal advisor policies, procedures and business practices in light of the evolving regulatory and marketplace landscape.

SEC and FINRA compliance examiner feedback points to the expectation that municipal advisor policies, procedures, processes and records must be fully consistent with the firm’s business activities and must address each material aspect of all applicable MSRB and SEC rules, as well as the fiduciary duty of municipal advisors to their municipal entity clients under the Securities Exchange Act of 1934.

Practical guidance from experienced securities and public finance attorney that provides a consolidated outline of key municipal advisor regulatory compliance obligations under the Dodd-Frank Act.

In response to the financial crisis that began in 2007, United States President Barack Obama signed H.R. 4173, the Dodd-Frank Wall Street Reform and Consumer Protection Act, into law on July 21, 2010. “Dodd-Frank” is intended to correct certain problems in financial markets by federally regulating the activities of independent municipal financial advisors and comprehensively expanding regulatory oversight over credit rating agencies. This article reviews the legislation and its financial management rationale, and discusses its actual and potential impact on the future operations of the municipal securities market and its participants.

Using a unique sample of about 563,000 competitively bid municipal revenue bonds with financial advisors issued during the period 1998–2012, the purpose of this paper is to examine the role and influence of financial advisor quality in the municipal bond market.

The authors use a sample of about 563,000 competitively bid municipal revenue bonds with financial advisors issued during the period 1998–2012. The authors estimate a selection model where the authors identify the factors leading to the selection of a high-quality financial advisor. The authors then, using the inverse mills ratio from the first regression, estimate the association of high-quality advisor (and other factors) with the cost of borrowing.

The results suggest that high-quality financial advisors provide a credible signal to market participants about issue and issuer quality. This signal translates to a greater number of bids for issues that use high-quality financial advisors, resulting in improved liquidity and lower borrowing costs for these issues. The results also show that the beneficial effects obtained by using higher quality financial advisors are prevalent across all categories of issues such as for refunding and non-refunding issues, and for both insured and non-insured issues. The benefits are also generally observed for issues of most size categories. The results also suggest that the passage of the Dodd–Frank Act requiring mandatory registration of financial advisors and enhanced scrutiny has only increased the benefits to issuers from using higher quality financial advisors.

This paper differs from previous research in several important ways. First, the study is, to the authors’ knowledge, the first study that explores the relationship between financial advisor quality and liquidity in the municipal sector. The authors show using higher quality financial advisors enhances liquidity for the issues by attracting a significantly large number of bids. Second, the sample is exclusively comprised of competitively bid revenue issues all of which rely on financial advisors. This enables us to examine more unambiguously the influence of financial advisor quality, without the confounding effects of issues without financial advisors. Third, time coverage (1998–2012) and size of the sample (roughly 563,000 bond issues) enables us to conduct varied sub-sample analyses with greater power since the resulting sub-sample partitions themselves are of very large size. This provides better and additional insights into the role of financial advisor quality. The more current data when compared to prior research enables us to examine the impact of financial advisor quality inter-temporally with special attention devoted to the period after passage of the Dodd–Frank Act.

To alert lenders, broker-dealers and municipal advisors to a joint regulatory notice from the Municipal Securities Rulemaking Board (“MSRB”) and the Financial Industry Regulatory Authority (“FINRA”) regarding direct purchase or “bank loan” transactions.

Explains the MSRB and FINRA notice, why the notice was issued, what lenders should know about the notice, what broker-dealers and municipal advisors should know about the notice, and what MSRB rules could apply to bank loans.

Firms should determine whether state and local government obligations acquired through bank loan transactions constitute municipal securities for federal securities law purposes.

Review of a recently issued regulatory notice by experienced municipal securities lawyers.

The purpose of the paper is to summarize and discuss selected investor‐protection and other related enhancements to federal securities regulation contained in the Dodd‐Frank Wall Street Reform and Consumer Protection Act.

The paper discusses the following investor protections and related enhancements: enhanced whistleblower incentives and protections; expanded SEC investor‐protection administrative functions including the establishment of an Office of the Investor Advocate, the appointment of an Ombudsman, and the establishment on a permanent basis of an Investor Advisory Committee; expanded enforcement authority against aiders and abettors of securities violations; evaluation of the existing standards of care employed by broker‐dealers and investment advisers; a narrowing of exemptions from registration under the Securities Act, including by directing the SEC to enact rules to disqualify “bad actors” from relying on Rule 506 of Regulation D and adjusting the definition of “accredited investor” for purposes of the SEC's rules under the Securities Act; an exemption for certain small companies from the auditor attestation requirements of Sarbanes‐Oxley; provisions to increase the oversight and accountability of credit rating agencies; and steps to bolster the regulatory oversight of the municipal securities market, including by creating a new class of regulated intermediaries – “municipal advisors”

The Dodd‐Frank Act leaves many critical issues to be fleshed out through further SEC rulemaking and in the implementation phase, including: procedures regarding whistleblower information submitted to the SEC; the actual role of the Office of the Investor Advocate; whether the SEC will adopt a broker‐dealer fiduciary‐duty standard of care; additional texture on rules disqualifying bad actors from relying on Rule 506 of Regulation D; adjustments to net worth requirements related to accredited investor status; rules on disclosure of credit ratings in registration statements; and qualification standards for municipal advisors.

Public companies and other persons affected by the Dodd‐Frank Act should: keep abreast of key developments in the rulemaking phase; possibly participate in the rulemaking process: develop realistic strategies to respond to the proposed rules; develop compliance action plans; and review whistleblower‐related compliance policies and procedures.

The paper provides expert guidance from experienced securities and financial services lawyers.

To analyze SEC Staff’s announced 2018 OCIE Examination priorities to provide insight to investment advisers and other regulated entities regarding areas of focus during SEC examinations.

This article discusses the US Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) published its examination priorities for 2018 (the “2018 Priorities Report”).

Given that OCIE’s examination priorities for 2017 were published before the beginning of the Trump administration, differences between the 2017 and the 2018 priorities provide important insights into the focus of examinations under SEC Chair Clayton. Investment advisers and other regulated entities should allocate resources towards their preparedness for the areas of focus identified in the 2018 Priorities Report.

This article contains valuable insight regarding the SEC’s 2018 OCIE examination priorities and practical guidance from industry experts.

To summarize the Municipal Securities Rulemaking Board’s 2017 Compliance Advisory for brokers, dealers and municipal securities dealers.

Summarizes several Municipal Securities Rulemaking Board (MSRB) rules that the Compliance Advisory highlights as presenting key compliance risks for brokers, dealers and municipal securities dealers. Discusses the factors included in the Compliance Advisory that dealers should consider when evaluating compliance procedures and controls.

By highlighting some key compliance risks and providing considerations tailored to those risks, the Compliance Advisory can be used as a tool to aid dealers in developing and assessing effective compliance programs.

Dealers should consider reviewing their firm’s existing compliance policies and procedures in light of the considerations discussed in the Compliance Advisory.

Practical guidance from experienced securities and financial services regulatory lawyers.

To summarize the Municipal Securities Rulemaking Board’s 2016 Compliance Advisory for brokers, dealers and municipal securities dealers.

Summarizes several Municipal Securities Rulemaking Board (MSRB) rules that the Compliance Advisory highlights as presenting key compliance risks for brokers, dealers and municipal securities dealers. Discusses the factors included in the Compliance Advisory that dealers should consider when evaluating compliance procedures and controls.

By highlighting some key compliance risks and providing considerations tailored to those risks, the Compliance Advisory can be used as a tool to aid dealers in developing and assessing effective compliance programs.

Dealers should consider reviewing their firms’ existing compliance policies and procedures in light of the considerations discussed in the Compliance Advisory.

Practical guidance from experienced securities and financial services regulatory lawyers.