Disclosure

The MSRB believes timely and complete disclosure by issuers of municipal securities is essential to the integrity of the municipal market. Inadequate disclosure is a risk to municipal securities investors, who need timely, accurate and complete information about a security and its issuer to make informed decisions. To demonstrate its commitment to improving disclosure, the MSRB provides a set of guiding principles for issuers seeking to enhance their disclosure practices.

     MSRB Principles for Timely and Complete Disclosure

Securities and Exchange Commission (SEC) Rule 15c2-12 provides the framework for municipal securities disclosures. Under the rule, municipal securities underwriters generally must contract with issuers to receive official statements disclosing certain features of the transaction to investors, and ensure issuers enter into contracts known as continuing disclosure agreements (CDAs). Through the CDAs, the issuers agree to provide disclosure of annual financial information and events such as defaults and delinquencies that would be significant to investors. The MSRB provides the platform for free public access to both official statements and continuing disclosures by operating the Electronic Municipal Market Access (EMMA®) website, the official repository for all disclosure and trade data on municipal bonds. 

The following are MSRB actions on the issue of timely and complete disclosure.

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Policy Initiatives

  • The MSRB cited timeliness of continuing disclosures as one of the municipal market practices the MSRB believes may have an adverse impact on retail investors in a November 2016 letter to the SEC Office of the Investor Advocate. The MSRB believes that issuers should work to incorporate best practices and policies to shorten the time it takes to communicate valuable information to investors – for example, through the submission of intermediate or unaudited financial statements. 
  • The MSRB publicizes data regarding trends in the timeliness of disclosures so that all stakeholders can identify areas for improvement. In February 2017, the MSRB published an updated report called the “Timing of Annual Financial Disclosures by Issuers of Municipal Securities.” The report analyzes submissions of financial disclosures made to EMMA and measures the number of days after the end of a fiscal year that audited financial statements and annual financial information is made available. MSRB data shows that audited financial statements are typically posted approximately 200 calendar days after the end of the fiscal year. The report provides a partial picture of the scope of the challenges with the timeliness of disclosures. More comprehensively, the MSRB publishes an annual MSRB Fact Book that includes a holistic look at municipal market disclosures and trends, including financial and event disclosures.

Selective Disclosure

In September 2017, the MSRB published a market advisory to increase awareness among municipal bond issuers of the importance of disclosing material information fairly, equitably and in the public domain. When it occurs, the practice of “selective disclosure” creates an information imbalance that favors a limited group of bondholders, which may include analysts for investment banking firms, investment advisers or institutional investors, who are given access to material information that others do not have.
Read the market advisory.

Bank Loan Disclosure

Voluntary bank loan disclosures can provide bondholders, potential investors and other market participants access to key information useful in assessing their current holdings of municipal securities or in making investment decisions. The MSRB has been advocating for bank loan disclosure since 2012. View MSRB resources and information on bank loan disclosure.

Facilitating Disclosure

For more than 25 years, the MSRB has led the effort to provide investors – and the market as a whole – with access to municipal bond disclosure information. The MSRB’s EMMA website serves as the official platform for issuers to disclose information to investors and the market. The MSRB continues to add tools and features to EMMA that facilitate disclosure, such as a free email reminder service for recurring financial disclosures, customized issuer home pages and a dedicated submission process for bank loan disclosures. 

Read more about the MSRB's leadership on access to disclosure information in Facilitating Disclosure: A 25-Year History of Providing Municipal Market Transparency.

Disclosure Education

The MSRB offers direct assistance to state and local government issuers to advance their knowledge on disclosure and other topics through in-person educational events, webinars, an online education center and through MuniEdProSM, a suite of interactive, online courses providing up-to-date information regarding the municipal market and MSRB regulations. View the MSRB’s issuer resource library.  

Issuers may call the MSRB's support line for free expert assistance with submitting continuing disclosure documents.

MSRB Support
Phone: 202-838-1330
Email: MSRBSupport@msrb.org 

Live Support: 7:30 a.m. - 6:30 p.m. ET
Email Support: 7:00 a.m. - 7:00 p.m. ET