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NABL U Presents: The Institute 2020

A CLE Program for Veterans of the Industry
When
3/19/2020 7:00 AM - 3/20/2020 1:00 PM
Where
Marriott Marquis San Diego Marina 333 W Harbor Dr San Diego, CA 92101
To add CLE information click on the + symbol.

Program

   

A. General Session 1

 
The elimination of advance refundings, changes in marginal tax rates, reduced spreads between tax-exempt and taxable bonds, and the maturation of an international market have combined to fuel a surge in taxable municipal bond issues. Panelists will examine this trend with an eye toward identifying tax and securities law practice pitfalls and tips. The broad discussion will include topics such as an analysis of the complications relating to taxable refundings of tax-exempt bonds and structuring taxable bonds to be able to refund tax-exempt bonds. Panelists will also discuss securities law and disclosure questions specific to taxable bond issuances and will touch on how the market for taxable bonds differs from the tax-exempt market and the potential future of that market.
Track
A. General Session 1
Time
8:00 AM - 9:15 AM
3/19/2020 8:00 AM

B. Breakout Session 1

 
Proposed LIBOR Regulations and Other Reissuance & Refunding Matters
Join the panel for an in-depth look at the proposed LIBOR transition regulations. Panelists will review practical tax issues arising under the proposed regulations and potential approaches to solving these issues as well as comments provided by NABL to the Treasury Department. Panelists will also discuss other topics concerning reissuances and advance refundings, including matters relating to qualified tender bonds, taxable advance refunding bonds and documentation practices.
Track
B. Breakout Session 1
Time
9:30 AM - 10:45 AM
3/19/2020 9:30 AM

This panel will review and discuss the roles of borrowers counsel and bond counsel relating to diligence concerning 501(c)(3) opinions and the analysis of unrelated trade or business activities occurring in bond-financed property. Panelists will also address topics such as entities that have not yet received determination letters or entities classified as "private foundations," diligence relating to "charity care" standards applicable to hospitals and matters relating to partnerships involving 501(c)(3) organizations.
Track
B. Breakout Session 1
Time
9:30 AM - 10:45 AM
3/19/2020 9:30 AM

To Lien or Not to Lien - Discussion of the Lien in the Context of Municipal Bonds
This panel will discuss the nature of statutory liens in the context of municipal bonds and structuring approaches to addressing such liens. Panelists will also address potential risks to investors and related disclosure considerations relating to liens.
Track
B. Breakout Session 1
Time
9:30 AM - 10:45 AM
3/19/2020 9:30 AM

Primary Disclosure Trends - From Green Bonds to Calamity, Climate Change, and Lahars
During this panel session, panelists will address best practices relating to specific disclosure topics, red flags to keep an eye out for and other key considerations when drafting primary disclosure for hot topics, including, for example, green bonds and risks and other considerations such as cybersecurity, climate change, calamity, and bankruptcy. Audience participation is welcomed.
Track
B. Breakout Session 1
Time
9:30 AM - 10:45 AM
3/19/2020 9:30 AM

C. General Session 2

 
Pulitzer Prize-winning journalist Jonathan Capehart is a member of The Washington Post editorial board, writes about politics and social issues for the PostPartisan blog, and hosts the Post's "Cape Up" podcast. He is also an MSNBC Contributor who regularly serves as a substitute anchor. Known for his insightful, hard-hitting reporting and writing, as well as his eloquent, witty, and thought-provoking commentary, Capehart discusses cultural shifts happening domestically and globally, and the issues that matter now and will matter in the months and years to come. He is also revered for his abilities as an expert panelist and moderator, who is particularly skilled at directing and navigating honest, meaningful conversations with high-level personalities. Capehart will share with The Institute attendees his insights on the political news of the day and perspectives on the 2020 presidential election, just two weeks after Super Tuesday.
Track
C. General Session 2
Time
11:00 AM - 12:00 PM
3/19/2020 11:00 AM

D. Breakout Session 2

 
This panel will focus on the rules for calculating and measuring private business use and private payments. Discussions will address common situations for which application of the rules has proven challenging, such as measuring private business use and applying equity allocations in refunding situations, measuring the amount of nonqualified bonds in remedial action scenarios, applying multipurpose issue allocations and separate issue elections in calculations and curing private business use issues through combining new money with refunding bonds. The panel discussion will also address related issues in calculating private payments and will include detailed computations.
Track
D. Breakout Session 2
Time
1:15 PM - 2:30 PM
3/19/2020 1:15 PM

Designed for public finance attorneys and their clients, this panel will address tax and non-tax aspects of Opportunity Zone financings relevant to the bond community. Learn the basics of Opportunity Zone structures and how to talk with municipal clients about transactions that may involve Opportunity Zones. Hear about structures that work and dont work with tax-exempt bond financing, and come with any questions you may have.
Track
D. Breakout Session 2
Time
1:15 PM - 2:30 PM
3/19/2020 1:15 PM

This is one session in a two-session series focusing on roles and responsibilities of counsel in the disclosure arena. Roles may overlap when it comes to disclosure due diligence and expectations, but each role is distinct and has unique characteristics.. This panel will review the role of disclosure counsel including: due diligence responsibilities, working with other deal team members, client expectations, industry trends, holding a meaningful due diligence call, ongoing disclosure and other post issuance expectations (such as client trainings), and certain components of NABL's Model Letter of Disclosure Counsel. This is one session in a two-session series focusing on roles and responsibilities of counsel in the disclosure area – see “Roles and Responsibilities Series – Underwriter’s Counsel” for the second session in this series.
Track
D. Breakout Session 2
Time
1:15 PM - 2:30 PM
3/19/2020 1:15 PM

This ethics panel will take an in-depth look at the historical evolution of bond counsel, current practice, the ABA Model Rules of Professional Conduct and industry guidance with regard to the role of bond counsel as gatekeeper to the transaction and the fiduciary duty owed to clients. Panelists will discuss ethical issues relating to client confidentiality and client communications with a public client, the tension between the duty of confidentiality and having a client that is otherwise subject to FOIA, with an emphasis on the use of social media, blogs and technology.
Track
D. Breakout Session 2
Time
1:15 PM - 2:30 PM
3/19/2020 1:15 PM

E. Breakout Session 3

 
This session will discuss electronic disclosure by state and local municipal bond issuers - use of websites, social media, investor roadshows, and other electronic communications that may be considered to be communications to the market. This session follows on the heels of the new NABL publication "Practical Considerations in Electronic Disclosure by State and Municipal Bond Issuers" to be published in the Municipal Finance Journal. Questions and participation by audience members is welcomed.
Track
E. Breakout Session 3
Time
2:45 PM - 4:00 PM
3/19/2020 2:45 PM

A year after the effective date of the ongoing disclosure rules, this panel will discuss how municipal securities issuers, underwriters, and municipal advisors and their counsels have adjusted and implemented the amendments. Panelists will discuss industry trends and hot topics related to the amendments and how to work with clients to adopt meaningful policies and procedures.
Track
E. Breakout Session 3
Time
2:45 PM - 4:00 PM
3/19/2020 2:45 PM

Discussions during this panel will focus on advanced arbitrage rebate matters frequently encountered by issuers and their arbitrage analysts. Topics will include issues that are not being consistently interpreted by the bond counsel community, such as single issue treatment and yield blending. Discussions will also address general yield calculation matters and universal cap, among other matters. Panelists are experts at yield restriction and arbitrage rebate matters and will provide for a thought provoking and practical discussion of these often complex tax issues.
Track
E. Breakout Session 3
Time
2:45 PM - 4:00 PM
3/19/2020 2:45 PM

Roundtable Discussion: Tax Structuring of Financings for Airports, Docks and Wharves and Other Exempt Facilities
This roundtable discussion session will focus on tax structuring of financings for airports, docks and wharves and other exempt facilities and will be moderated by a leading tax attorney with recognized national experience in exempt facility transaction structures. Discussion will focus on applying current rules to transactions and evaluating new tax law guidance and new structuring approaches. The moderator will encourage contributions, suggestions, and real-life examples and situations from attendees.
Track
E. Breakout Session 3
Time
2:45 PM - 4:00 PM
3/19/2020 2:45 PM

F. Breakout Session 4

 
This panel will review and discuss the roles of borrowers counsel and bond counsel relating to diligence concerning 501(c)(3) opinions and the analysis of unrelated trade or business activities occurring in bond-financed property. Panelists will also address topics such as entities that have not yet received determination letters or entities classified as "private foundations," diligence relating to "charity care" standards applicable to hospitals and matters relating to partnerships involving 501(c)(3) organizations.
Track
F. Breakout Session 4
Time
4:15 PM - 5:30 PM
3/19/2020 4:15 PM

Practical Issues Involving Tax Audits, VCAPs, and Ruling Requests
Attend and learn about recent tax audit experiences and practical issues encountered in VCAP and ruling requests, and share your experiences concerning these topics. Also hear from Internal Revenue Service representatives concerning administrative developments. Questions and participation by audience members is welcomed.
Track
F. Breakout Session 4
Time
4:15 PM - 5:30 PM
3/19/2020 4:15 PM

This panel will explore forward deliveries. Issues to be discussed include the basic mechanics to a forward delivery (what it is and how it works), documentation pitfalls and other matters to look out for, disclosing information about the purchase agreement and associated risks.
Track
F. Breakout Session 4
Time
4:15 PM - 5:30 PM
3/19/2020 4:15 PM

Roundtable Discussion: Drafting Disclosure Policies and Procedures
Join panelists for a discussion-based analysis of best practices and the "ins and outs" of drafting meaningful disclosure policies and procedures. Recognizing that a one-size fits all approach may not always work, attendees will be encouraged to share experiences with producing tailored policies. With the help of the session moderator, discussion will also center around a potential materiality standard for dealing with the new listed events in Rule 15c2-12, the advantages and disadvantages of including such a standard in policies and procedures, and tools to advise issuers with developing policies and procedures. The moderator will encourage contributions, suggestions, and real-life examples and situations from attendees.
Track
F. Breakout Session 4
Time
4:15 PM - 5:30 PM
3/19/2020 4:15 PM

G. Welcome Reception

 
On Thursday evening, NABL will host a reception for all attendees. The Welcome Reception provides a great opportunity to strengthen connections among colleagues and foster invaluable off-line discussion.
Track
G. Welcome Reception
Time
5:30 PM - 6:30 PM
3/19/2020 5:30 PM

H. Breakout Session 5

 
This is one session in a two-session series focusing on roles and responsibilities of counsel in the disclosure arena. Roles may overlap when it comes to disclosure due diligence and expectations, but each role is distinct and has unique characteristics. This panel will review the role of underwriters counsel including due diligence responsibilities, working with in house counsel, working with guidelines for outside counsel, client expectations, industry trends, holding a meaningful due diligence call, drafting and key considerations for the bond purchase contract, and certain components of NABLs Model Letter of Underwriters Counsel Second Edition, including the negative assurance and 15c2-12 opinion. See "Roles and Responsibilities Series - Disclosure Counsel" for the second session in this series.
Track
H. Breakout Session 5
Time
8:45 AM - 10:00 AM
3/20/2020 8:45 AM

A year after the effective date of the ongoing disclosure rules, this panel will discuss how municipal securities issuers, underwriters, and municipal advisors and their counsels have adjusted and implemented the amendments. Panelists will discuss industry trends and hot topics related to the amendments and how to work with clients to adopt meaningful policies and procedures.
Track
H. Breakout Session 5
Time
8:45 AM - 10:00 AM
3/20/2020 8:45 AM

Practical Issues Involving Tax Audits, VCAPs, and Ruling Requests
Attend and learn about recent tax audit experiences and practical issues encountered in VCAP and ruling requests, and share your experiences concerning these topics. Also hear from Internal Revenue Service representatives concerning administrative developments. Questions and participation by audience members is welcomed.
Track
H. Breakout Session 5
Time
8:45 AM - 10:00 AM
3/20/2020 8:45 AM

Discussions during this panel will focus on advanced arbitrage rebate matters frequently encountered by issuers and their arbitrage analysts. Topics will include issues that are not being consistently interpreted by the bond counsel community, such as single issue treatment and yield blending. Discussions will also address general yield calculation matters and universal cap, among other matters. Panelists are experts at yield restriction and arbitrage rebate matters and will provide for a thought provoking and practical discussion of these often complex tax issues.
Track
H. Breakout Session 5
Time
8:45 AM - 10:00 AM
3/20/2020 8:45 AM

I. Breakout Session 6

 
This session will discuss electronic disclosure by state and local municipal bond issuers - use of websites, social media, investor roadshows, and other electronic communications that may be considered to be communications to the market. This session follows on the heels of the new NABL publication "Practical Considerations in Electronic Disclosure by State and Municipal Bond Issuers" to be published in the Municipal Finance Journal. Questions and participation by audience members is welcomed.
Track
I. Breakout Session 6
Time
10:15 AM - 11:30 AM
3/20/2020 10:15 AM

To Lien or Not to Lien - Discussion of the Lien in the Context of Municipal Bonds
This panel will discuss the natuTo Lien or Not to Lien - Discussion of the Lien in the Context of Municipal Bonds
This panel will discuss the nature of statutory liens in the context of municipal bonds and structuring approaches to addressing such liens. Panelists will also address potential risks to investors and related disclosure considerations relating to liens. re of the lien in the context of muni bonds, discuss how the lien would be treated in bankruptcy, explore how the lien could be made stronger and disclose the nature of the lien and risks to investors. Discuss current examples of statutory liens and others.
Track
I. Breakout Session 6
Time
10:15 AM - 11:30 AM
3/20/2020 10:15 AM

This panel will explore forward deliveries. Issues to be discussed include the basic mechanics to a forward delivery (what it is and how it works), documentation pitfalls and other matters to look out for, disclosing information about the purchase agreement and associated risks.
Track
I. Breakout Session 6
Time
10:15 AM - 11:30 AM
3/20/2020 10:15 AM

Proposed LIBOR Regulations and Other Reissuance & Refunding Matters
Join the panel for an in-depth look at the proposed LIBOR transition regulations. Panelists will review practical tax issues arising under the proposed regulations and potential approaches to solving these issues as well as comments provided by NABL to the Treasury Department. Panelists will also discuss other topics concerning reissuances and advance refundings, including matters relating to qualified tender bonds, taxable advance refunding bonds and documentation practices.
Track
I. Breakout Session 6
Time
10:15 AM - 11:30 AM
3/20/2020 10:15 AM

J. Breakout Session 7

 
This ethics panel will take an in-depth look at the historical evolution of bond counsel, current practice, the ABA Model Rules of Professional Conduct and industry guidance with regard to the role of bond counsel as gatekeeper to the transaction and the fiduciary duty owed to clients. Panelists will discuss ethical issues relating to client confidentiality and client communications with a public client, the tension between the duty of confidentiality and having a client that is otherwise subject to FOIA, with an emphasis on the use of social media, blogs and technology.
Track
J. Breakout Session 7
Time
11:45 AM - 1:00 PM
3/20/2020 11:45 AM

Primary Disclosure Trends - From Green Bonds to Calamity, Climate Change, and Lahars
During this panel session, panelists will address best practices relating to specific disclosure topics, red flags to keep an eye out for and other key considerations when drafting primary disclosure for hot topics, including, for example, green bonds and risks and other considerations such as cybersecurity, climate change, calamity, and bankruptcy. Audience participation is welcomed.
Track
J. Breakout Session 7
Time
11:45 AM - 1:00 PM
3/20/2020 11:45 AM

Designed for public finance attorneys and their clients, this panel will address tax and non-tax aspects of Opportunity Zone financings relevant to the bond community. Learn the basics of Opportunity Zone structures and how to talk with municipal clients about transactions that may involve Opportunity Zones. Hear about structures that work and dont work with tax-exempt bond financing, and come with any questions you may have.
Track
J. Breakout Session 7
Time
11:45 AM - 1:00 PM
3/20/2020 11:45 AM

This panel will focus on the rules for calculating and measuring private business use and private payments. Discussions will address common situations for which application of the rules has proven challenging, such as measuring private business use and applying equity allocations in refunding situations, measuring the amount of nonqualified bonds in remedial action scenarios, applying multipurpose issue allocations and separate issue elections in calculations and curing private business use issues through combining new money with refunding bonds. The panel discussion will also address related issues in calculating private payments and will include detailed computations.
Track
J. Breakout Session 7
Time
11:45 AM - 1:00 PM
3/20/2020 11:45 AM