WASHINGTON — The Securities Industry and Financial Markets Association has created a task force that will soon release the first in a series of guides to help municipal bond underwriters comply with recently approved guidance from the Municipal Securities Rulemaking Board regarding what underwriters must disclose to muni bond issuers.
The guidance under the MSRB’s Rule G-17 takes effect Aug. 2.
David Cohen, SIFMA managing director and associate general counsel, said documents from the “G-17 Model Disclosures Task Force” will be released in phases.
The first will be in mid-July, when SIFMA will release a guide in the form of a letter, which underwriters can reference when disclosing compensation, conflicts of interest and the nature of their roles.
The second phase will help underwriters properly disclose material and financial risks associated with complex bond deals.
The project is part of a broad SIFMA effort to educate members about their obligations under the MSRB’s guidance, Cohen said.
“We are talking with our members to remind them to start educating and training [staff],” he said. “There’s been a lot of outreach to make sure all systems are go for Aug. 2.”
Approved May 4 by the Securities and Exchange Commission, the guidance requires underwriters to disclose their role, 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.
Firms may need to disclose material aspects of some deals. Underwriters in negotiated transactions, if they 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.