WASHINGTON — Bond Dealers of America released a guide Thursday designed to help the group’s members comply with recently-approved guidance from the Municipal Securities Rulemaking Board regarding certain disclosures underwriters will have to make to muni bond issuers under the board’s fair dealing rule.
The guide includes an eight-page summary of the interpretative notice, which takes effect Aug. 2, and explanations of underwriters’ new responsibilities, including requirements that they disclose overviews of their role, compensation, conflicts of interest and information about complex muni-bond financings.
The guide, called “Preparing for New Notifications Under Rule G-17,” also explains the timing of disclosures, methods by which underwriters can comply with the new requirements, and tips to help underwriters create compliance procedures.
BDA also released a “G-17 Draft Disclosure Form” that underwriters can use as a template for written disclosure communications with issuers.
The group, which created the documents with assistance from law firm Nixon Peabody LLP, will also host several industry calls starting in mid-July to ensure the guidance meets members’ needs.
The Securities Industry and Financial Markets Association announced last week that it also has created a task force to help members comply with the G-17 guidance. The task force will release the first in a series of documents in mid-July.
Approved on May 4 by the Securities and Exchange Commission, the MSRB guidance requires underwriters to disclose their roles, compensation information, conflicts of interest, incentives and the existence of swaps tied to securities. They must disclose that they do not have fiduciary duties to issuers, meaning they do not have to put issuers’ interests above their own.
Underwriters may need to disclose material aspects of deals if issuers do not understand them. Underwriters in negotiated transactions that recommend complex financings such as swaps, must disclose risks and incentives.
The guidance sets timing requirements. Underwriters must disclose the “arm’s-length” nature of their role early, but can disclose conflicts of interest, compensation and other details after being engaged for work.
Disclosures associated with financing recommendations must be made so that issuers have enough time to evaluate recommendations.