MSRB PROPOSES AMENDMENTS TO UNDERWRITER FAIR-DEALING
OBLIGATIONS TO ISSUERS

Washington, DC – As part of an ongoing retrospective review of its rules and their interpretations, the Municipal Securities Rulemaking Board (MSRB) is seeking comment on proposed amendments to interpretive guidance it issued in 2012 on the application of MSRB Rule G-17. The guidance addresses certain fair-dealing obligations municipal securities dealers owe issuers when underwriting municipal securities, including requirements for underwriters to disclose information to issuers about the nature of their relationship with the issuer and the risks of transactions recommended by the underwriters. The proposed amendments primarily address the disclosure requirements, with the goal of improving market practices, better protecting issuers and reducing burdens on market participants.

At its quarterly meeting in October 2018, the MSRB Board of Directors discussed comments received on an initial request for comment regarding the guidance and decided to publish this second request for comment, which proposes to streamline the guidance in a way that does not compromise the regulatory intent of the guidance regarding the protection of issuers. The proposed amendments are intended to respond to market participants’ feedback that, among other things, disclosures provided by underwriters under the current guidance are voluminous, duplicative, often boilerplate and burdensome for both dealers and issuers.

Read the request for comment. Comments should be submitted no later than January 15, 2019, and may be submitted electronically by clicking here, or by paper to Ronald W. Smith, Corporate Secretary, 1300 I Street NW, Suite 1000, Washington, DC 20005.