Contact: Leah Szarek, Director of Communications
202-838-1500
lszarek@msrb.org
MSRB TO IMPLEMENT REVISED REGULATORY GUIDANCE
TO STREAMLINE DISCLOSURES BY UNDERWRITERS
Washington, DC – The Municipal Securities Rulemaking Board (MSRB) received approval from the U.S. Securities and Exchange Commission (SEC) to implement amendments to interpretive guidance under MSRB Rule G-17, on conduct of municipal securities and municipal advisory activities. The amended guidance streamlines disclosures by underwriters to focus more narrowly on the risks and conflicts most relevant to a given transaction.
“Feedback from stakeholders made it clear that this guidance, originally established in 2012, was a prime candidate for retrospective rule review,” said MSRB Chief Compliance Officer Gail Marshall. “Through multiple rounds of public comment, we have refined the guidance so that it more efficiently achieves the objective of providing issuers with fair and complete information when working with underwriters on a transaction.”
The updated guidance cuts down on duplicative disclosures by concentrating certain responsibilities with the sole underwriter or syndicate manager and allows an alternative method for underwriters to seek acknowledgment from an issuer to confirm that the issuer has received a disclosure. A new disclosure requirement requires the sole underwriter or syndicate manager to highlight the fiduciary obligation of a municipal advisor, an important distinction between an underwriter and municipal advisor.
The guidance includes changes suggested by commenters to the proposal the MSRB filed with the SEC, which aim to clarify when underwriters in a syndicate must provide disclosures to an issuer regarding the specific characteristics of a recommended transaction and also exclude dealers serving as a primary distributor in a continuous offering of municipal fund securities from the disclosure requirements of the notice.
The MSRB will announce the effective date of the revised guidance in a notice within 90 days following publication of the SEC's approval order in the Federal Register.
