Attorneys at Ice Miller frequently serve as disclosure counsel to issuers in connection with the issuance underwriting of state and municipal obligations.
Ice Miller has significant experience with federal and state securities laws and has worked on dozens of bond transactions as disclosure counsel.
Disclosure Counsel plays an important role as part of the financing team in a transaction.
As evidenced by the Municipal Continuing Disclosure Cooperation (MCDC), the Securities and Exchange Commission (SEC) has recently increased its enforcement activity in the municipal bond market. Due to this increased scrutiny, it is important that issuers evaluate and clearly define who will take responsibility for fulfilling their disclosure obligations for each transaction. Often times, bond counsel will take on the obligations of the issuer, but in many instances, it is in the issuer’s best interest to engage independent Disclosure Counsel to carry out and advise on disclosure obligations both before and after the bonds are issued.
Since 2016, Ice Miller has been engaged as Disclosure Counsel on more than 130 issues, totaling more than $1.5 billion.
As Disclosure Counsel, Ice Miller attorneys have led due diligence sessions, drafted disclosure documents (official statement, offering circular, etc.), continuing disclosure undertakings (CDU), and notices of sale (as applicable); provided negative assurance opinions; and advised clients in the following areas:
- Rule 15c2-12
- Federal securities law
- Pension related disclosure issues
- Municipal Securities Rulemaking Board (MSRB) rules
- MCDC Issues
- Post-issuance compliance
Ice Miller aims to not only advise our clients in areas of disclosure, but to educate our clients on their disclosure obligations and how best to ensure compliance both before and after the issuance of bonds.
Ice Miller attorneys are frequent contributors to industry groups such as the National Association of Bond Lawyers on topics of public finance including areas of disclosure.