MSRB to Implement Targeted Changes to Municipal Primary Offering Rules

Date: June 25, 2019

Contact: Jennifer A. Galloway, Chief Communications Officer
                202-838-1500
                jgalloway@msrb.org 

MSRB TO IMPLEMENT TARGETED CHANGES TO
MUNICIPAL PRIMARY OFFERING RULES

Washington, DCThe Municipal Securities Rulemaking Board (MSRB) announced today that the U.S. Securities and Exchange Commission has approved amendments to MSRB rules related to primary offerings of municipal securities for brokers, dealers and municipal securities dealers (collectively “dealers”). The changes to MSRB Rule G-11, on primary offering practices, and MSRB Rule G-32, on disclosures in connection with primary offerings, are the result of a nearly two-year review and revision effort by the MSRB to ensure that its primary offering practice rules function as intended and are consistent with current market practices.

The changes enhance existing MSRB rules with respect to transparency and dissemination of information, eliminate unnecessary provisions and expand the data elements collected by the MSRB for primary offerings of municipal securities through MSRB Form G-32. The amendments incorporate feedback received from stakeholders during the multiple comment periods.

Amendments to Rule G-11 will, among other things, reinforce an existing requirement that selling group members must comply with issuer terms and conditions, priority provisions and other requirements as communicated by the senior syndicate manager. In addition, the senior syndicate manager will be required to provide certain information to the issuer of a primary offering on designations and allocations of its municipal securities and simultaneously communicate to the syndicate and selling group members when an issue is free to trade.

Amendments to Rule G-32 will require the underwriter in an advance refunding to provide relevant documentation to market participants at the same time and eliminate the requirement under Rule G-32(c), that a dealer financial advisor that prepares an official statement make it available to the managing or sole underwriter after the issuer approves it for distribution.

Finally, MSRB Form G-32 will be revised to include additional data points to provide the MSRB with important primary offering information that will enhance its ability to ensure a fair and efficient municipal market. 

The compliance date for amendments to Rules G-11 and G-32 will be January 13, 2020. With respect to the amendments to Form G-32, the MSRB will publish one or more notices within 180 days of June 25, 2019 that will specify the compliance date(s) for those changes. The MSRB will make both amended Form G-32 as well as the updated EMMA Dataport Manual for Primary Market Submissions and the Specifications for Primary Market Submissions Service document available to underwriters in advance of relevant compliance date(s) to aid them in completing the amended form.

In September 2017, the MSRB requested comment on a concept proposal regarding possible amendments to primary offering practice rules for dealers. As a result of the comments received, in July 2018, the MSRB published a request for comment on draft rule changes related to primary offering practices. Following review of the comments received, the MSRB conducted additional stakeholder outreach to further understand views and concerns.

The MSRB began a formal retrospective rule review in early 2012 to help ensure MSRB rules and interpretive guidance are effective in their principal goal of protecting investors, issuers and the public interest. The retrospective review also seeks to ensure that MSRB rules are not overly burdensome, are clear and harmonized with the rules of other regulators, as appropriate, and are reflective of current market practices. In October 2018, the Board identified the continuation of its ongoing retrospective rule review as a strategic priority for its current fiscal year and subsequently developed criteria to help identify priority rules or rule areas for review. 

Read more about the MSRB’s retrospective rule review.


The MSRB protects investors, state and local governments and other municipal entities, and the public interest by promoting a fair and efficient municipal securities market. The MSRB fulfills this mission by regulating the municipal securities firms, banks and municipal advisors that engage in municipal securities and advisory activities. To further protect market participants, the MSRB provides market transparency through its Electronic Municipal Market Access (EMMA®) website, the official repository for information on all municipal bonds. The MSRB also serves as an objective resource on the municipal market, conducts extensive education and outreach to market stakeholders, and provides market leadership on key issues. The MSRB is a self-regulatory organization governed by a 21-member board of directors that has a majority of public members, in addition to representatives of regulated entities. The MSRB is overseen by the Securities and Exchange Commission and Congress.