Disclosure Roles of Counsel in State and Local Government Securities Offerings, Third Edition
A publication by the ABA Section of State and Local Government Law, the ABA Section of Business Law Committee on Federal Regulation of Securities, and the National Association of Bond Lawyers.
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About Disclosure Roles of Counsel
Since the second edition was published in 1994, an extraordinary amount of regulatory and enforcement activity by the SEC, the MSRB, and the National Association of Securities Dealers (including the NASD's successor, the Financial Industry Regulatory Authority) has taken place in the municipal securities market. The SEC amended Rule 15c2-12, establishing a framework for disclosure covering primary offerings and continuing disclosure obligations created by contract. Numerous enforcement actions applying antifraud provisions to municipal market participants have produced a substantial body of case law specific to the municipal securities market.
The Third Edition analyzes the disclosure roles and responsibilities under the federal securities laws of all parties engaged in the municipal securities market, including issuers, underwriters, financial advisors, trustees, credit enhancers and their respective counsel. It explains the legal framework defining the responsibilities and potential liabilities of such persons, and what diligence and disclosure activities may be appropriate. The book is intended to assist lawyers in addressing two principal issues: (1) what role-specific responsibility counsel should assume for the content of disclosure and related opinions and (2) what advice counsel should provide to their clients regarding their responsibilities for disclosure.
What Others Say about Disclosure Roles of Counsel
"This book responds directly to the issues that are of most concern to lawyers writing opinions. The book covers an enormous amount of territory in an economical and efficient manner. Legal issues are explained in a straightforward manner and the nuanced sentences carefully explain appropriate positions for lawyers to take on issues that have been the subject of much concern and considerable debate." - Robert Fippinger, Partner, Orrick, Herrington & Sutcliffe LLP
"Disclosure Roles of Counsel, Third Edition will prove to be an indispensable reference for issuers and their counsel as a result of the clarity and accessibility of the presentation on this essential topic." - Alan L. Anders, Former Chairperson, Governmental Debt Management Committee, Governmental Finance Officers Association of the United States and Canada
