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The Essentials: Virtual 2021

When
6/8/2021 11:00 AM - 6/11/2021 5:30 PM
Where
Zoom Webinar Platform
To add CLE information click on the + symbol.

Program

   

Tuesday, 08 June 2021

 
Introduction & Welcome Message
Track
A. Welcome and General Sessions
Time
11:00 AM - 11:30 AM
11:00 AM

Structuring & Financial Aspects of a Muni Bond Transaction
This session will cover the central structural elements, documentation, and financial aspects of a municipal bond transaction.
Track
A. Welcome and General Sessions
Time
11:30 AM - 1:30 PM
11:30 AM

General Tax Law
This session will introduce federal tax laws governing municipal bonds.
Track
A. Welcome and General Sessions
Time
2:00 PM - 3:30 PM
2:00 PM

General Securities Law
This session will address federal securities laws applicable to municipal bonds.
Track
A. Welcome and General Sessions
Time
4:00 PM - 5:30 PM
4:00 PM

Welcome Reception
Join faculty and attendees from across the country to kick off four days of immersive learning and networking with a welcome from the Chair and Vice Chair of The Essentials and an introduction to the benefits of NABL membership.
Track
Receptions
Time
5:45 PM - 6:45 PM
5:45 PM

Wednesday, 09 June 2021

 
The Role of Underwriter's Counsel
Overview of the role of and expectations imposed on underwriter’s counsel in a municipal bond transaction.
Track
B. Breakout Session 1
Time
11:00 AM - 12:15 PM
11:00 AM

Avoiding Private Activity
Overview of the private activity bond rules applicable to tax-exempt municipal bond transactions.
Track
B. Breakout Session 1
Time
11:00 AM - 12:15 PM
11:00 AM

Bank Direct Purchases
Discussion of direct purchases by banks of bonds, including why issuers want this product, why banks provide this product, documentation requirements, and associated securities law issues.
Track
C. Breakout Session 2
Time
12:45 PM - 2:00 PM
12:45 PM

The Role of Issuer's Counsel
Overview of the role of, responsibilities and expectations imposed on issuer's counsel in a municipal bond transaction.
Track
C. Breakout Session 2
Time
12:45 PM - 2:00 PM
12:45 PM

Qualified 501(c)3 Bonds
Introduction to the tax requirements applicable to the issuance of 501(c)(3) bonds, including ownership and use requirements and issues specific to hospital, residential housing, and school financings as well as commonly used financing structures.
Track
D. Breakout Session 3
Time
2:30 PM - 3:45 PM
2:30 PM

Arbitrage & Rebate
Overview of general arbitrage concepts, arbitrage rebate requirements, and the application of the various exceptions to the arbitrage rebate rules.
Track
D. Breakout Session 3
Time
2:30 PM - 3:45 PM
2:30 PM

State Law Issues
Discussion of common state law issues that need to be addressed throughout the structuring of a municipal bond transaction and related disclosure issues.
Track
E. Breakout Session 4
Time
4:15 PM - 5:30 PM
4:15 PM

Refunding & Reissuance
Introduction to the legal and tax aspects of refundings and the core tax concepts of a reissuance.
Track
E. Breakout Session 4
Time
4:15 PM - 5:30 PM
4:15 PM

Networking Reception
After a full day, please join us for the evening to unwind with a little friendly competition through virtual trivia. Faculty and attendees will compete for prizes and bragging rights.
Track
Receptions
Time
5:45 PM - 6:45 PM
5:45 PM

Thursday, 10 June 2021

 
IRS Enforcement
Overview of IRS enforcement of tax-exempt municipal bonds, including compliance questionnaires, voluntary closing agreement program (“VCAP”), and audits. A look into how the IRS is or-ganized, what constitutes “guidance” from the IRS and how is it issued, how to obtain a private letter ruling, how to participate in VCAP, rights and remedies of issuers of tax-exempt municipal bonds in the event of an audit, and other issues related to IRS enforcement.
Track
F. Breakout Session 5
Time
11:00 AM - 12:15 PM
11:00 AM

Practical Due Diligence/Drafting the Disclosure Document
Overview of the due diligence process with which practitioners should be familiar in munici-pal bond transactions and practical guidance for preparing disclosure documents.
Track
F. Breakout Session 5
Time
11:00 AM - 12:15 PM
11:00 AM

Qualified Small Issue & Exempt Facility Bonds
Overview of the rules applicable to qualified small issue bonds, including qualifying projects, prohibited and restricted uses and maximum amounts, and the rules relating to qualified exempt facility bonds.
Track
G. Breakout Session 6
Time
12:45 PM - 2:00 PM
12:45 PM

Conduit Issues & Issuers
Introduction to state law creation of and limitations on conduit bond issuers, the roles of counsel, multi-state issuers, and many other issues unique to conduit bond issues.
Track
G. Breakout Session 6
Time
12:45 PM - 2:00 PM
12:45 PM

Leases & Non-Traditional Financings
Overview of certain transactions that do not fit typical structures but are common such as leases, installment payment contracts, pool programs, certificates of participation and others.
Track
H. Breakout Session 7
Time
2:30 PM - 3:45 PM
2:30 PM

Arbitrage & Rebate (Real World Examples)
Discussion of hypotheticals that involve the application of certain federal tax laws relating to arbitrage rebate and the excep-tions to the arbitrage rebate.
Track
H. Breakout Session 7
Time
2:30 PM - 3:45 PM
2:30 PM

Avoiding Private Activity (Real World Examples)
Discussion of hypotheticals that involve the application of certain private activity bond rules to tax-exempt municipal bond transactions.
Track
I. Breakout Session 8
Time
4:15 PM - 5:30 PM
4:15 PM

State Law Issues (Real World Examples)
Discussion of hypotheticals involving the application of certain common state law issues to be addressed throughout the struc-turing of a municipal bond transaction and related disclosure issues.
Track
I. Breakout Session 8
Time
4:15 PM - 5:30 PM
4:15 PM

Diversity Virtual Networking Reception
Please plan to attend this reception to learn more about NABL's Diversity Committee and efforts as well as to continue networking with your peers.
Track
Receptions
Time
5:45 PM - 6:45 PM
5:45 PM

Friday, 11 June 2021

 
Refunding & Reissuance (Real World Examples)
Discussion of hypotheticals that involve the application of certain federal tax laws relating to refundings, including the repeal of tax-exempt advance refundings, as well as reissuance.
Track
J. Breakout Session 9
Time
11:00 AM - 12:15 PM
11:00 AM

Closing Logistics
An overview of the logistics of closing a bond transaction, including drafting of various closing papers, preparing the Form 8038G or 8038, and DTC’s role prior to, during, and after a bond closing.
Track
J. Breakout Session 9
Time
11:00 AM - 12:15 PM
11:00 AM

Deal Gone Bad
This panel covers the essentials any lawyer must be aware of when facing a troubled financing post-closing. We will explain transactional tools utilized in the early stages of a distressed situation including: rights and remedies of bond holders and how financing structures, bond insurance, bond mechanics, and elements of state law can dictate or limit enforcement of remedies. The discussion also covers the relevant mechanics of bankruptcy law when early remedial efforts are unsuccessful.
Track
K. Breakout Session 10
Time
12:45 PM - 2:00 PM
12:45 PM

Underwriting: Behind the Scenes
Introduction to and discussion of the underwriting process, including all aspects of structuring the deal through taking the municipal bonds to market.
Track
K. Breakout Session 10
Time
12:45 PM - 2:00 PM
12:45 PM

Ethics Session: Ethics for Bond Attorneys 101
This session will address, in an interactive format, some of the ethical and practical issues related to legal representations in municipal finance, including: engagement letters, delivery of opin-ions and conflicts of interest, and a discussion of applicable ABA Model Rules of Professional Conduct. This session is anticipated to qualify for CLE ethics credit.
Track
L. Ethics Session
Time
2:30 PM - 3:45 PM
2:30 PM

Closing Session: Tying It All Together
The Essentials concludes with a fourth General Session entitled “Tying It All Together.” This popular session takes attendees through a typical bond issue - from the initial client call to closing - using an interactive, informal platform that incorporates concepts from across the General Sessions and breakout sessions. Panelists play the roles of issuer, underwriter, bond attorney, and tax attorney as they navigate through a bond transaction from start to finish. Along the way, they encounter, explain, and resolve issues typically encountered in public finance transactions.
Track
M. Closing Session
Time
4:15 PM - 5:30 PM
4:15 PM