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The Institute 2023

An Advanced CLE Program for Industry Veterans
When
3/9/2023 - 3/10/2023
Where
The Westin Kierland Resort & Spa 6902 E Greenway Pkwy Scottsdale, AZ 85254
To add your state bar number(s) for CLE please click on the + symbol below.

Program

A. General Session

Description
A Whole New (Muni Bond) World: Preparing for the New Economic Realities
With interest rates continuing to rise, we need to prepare for new complexities in the municipal securities market. This panel will address the history of similar market conditions and consider relevant challenges the municipal securities market may face and how to address them. Topics for discussion include the use of bond structures such as VRDOs and commercial paper, products such as swaps, GICs and forward delivery contracts, as well as relevant tax and disclosure considerations.
Category
A. General Session
Track
General Session
Time
8:00 AM - 9:15 AM
3/9/2023 8:00 AM

B. Securities Sessions

Description
Securities Law Considerations Concerning Limited Offerings and Private Placements
This panel will examine limited offerings and private placements (including bank direct placements) and particular considerations regarding standards of disclosure, investor letters and other topics that distinguish these offerings from public offerings. The role of placement agent counsel and underwriters' counsel in these transactions will also be explored as well as the appropriatness of certain opinions and due diligence.
Category
B. Securities Sessions
Track
Breakout Session 1
Time
9:45 AM - 11:00 AM
3/9/2023 9:45 AM
This panel will look at the standards that the SEC applies when pursuing an enforcement action including standards of fraud, control person liability and others. Panelists will cover precedent setting cases in the municipal securities markets with respect to these standards as well as other landmark SEC cases that inform our approach in a municipal securities transaction.
Category
B. Securities Sessions
Track
Breakout Session 2
Time
11:30 AM - 12:45 PM
3/9/2023 11:30 AM
Two Thousand Twenty Three Leagues Under the Diligence Sea: A Deeper Dive into Due Diligence
On the heels of NABL's 2022 White Paper on this topic, this panel will consider strategies for determining what to review when conducting due diligence on certain types of transactions, considerations when diligencing third party reports and confidential information, and best practices in the diligence process.
Category
B. Securities Sessions
Track
Breakout Session 3
Time
2:45 PM - 4:00 PM
3/9/2023 2:45 PM
Forward Deliveries: Documentation, Tax and Disclosure Considerations
Forward delivery bonds continue to be an important tool utilized in the market. This panel will discuss the mechanics of a forward delivery (what it is and how it works), documentation pitfalls and things to look out for, identifying tax issues, disclosing information about the purchase agreement and associated risks. This session will also look at questions surrounding what to do if there is a material change that needs to be disclosed following the initial closing of the bonds.
Category
B. Securities Sessions
Track
Breakout Session 4
Time
4:15 PM - 5:30 PM
3/9/2023 4:15 PM
ESG 201: Practical Implications of Environmental, Social and Governance (ESG) Analysis in the Municipal Securities Markets
This panel will take a deeper look at the effects of incorporating ESG factors in credit analysis and investing in the municipal securities market. The panelists will discuss issues from “labelled” bonds to the incorporation of ESG criteria in traditional ratings analysis, and will address practical approaches to the legal considerations surrounding ESG disclosure in primary offerings and continuing disclosure. Topics for discussion will include drafting standard disclosure with ESG factors in mind, developing ESG-specific risk factor disclosures, tools to diligence ESG disclosures, and industry accepted frameworks for disclosure. The panel will also touch on the SEC’s proposed rules on climate change disclosures for public companies and review the latest regulatory moves in the ESG space.
Category
B. Securities Sessions
Track
Breakout Session 5
When
3/10/2023 10:30 AM - 9/10/2023 11:45 AM
3/10/2023 10:30 AM
This session will review a number of timely topics that underwriters' counsel should consider when advising clients, including state restrictions on financial institutions due to their ESG positions, how underwriters can steer clear of the Municipal Advisor Rules and recent SEC enforcement actions that implicate underwriters participating in limited offerings.
Category
B. Securities Sessions
Track
Breakout Session 6
Time
12:00 PM - 1:15 PM
3/10/2023 12:00 PM

C. Tax Sessions

Description
The Inflation Reduction Act created direct pay tax credits to tax-exempt entities for qualifying green energy projects (as well as certain other categories of projects). This panel will discuss issues surrounding those credits, including issues for tax-credit eligible projects financed with tax-exempt bonds that are treated as output facilities.
Category
C. Tax Sessions
Track
Breakout Session 1
Time
9:45 AM - 11:00 AM
3/9/2023 9:45 AM
A practitioner-only discussion of IRS enforcement activity and other IRS interactions, including rulings, VCAPs, and approaches for resolving administrative issues.
Category
C. Tax Sessions
Track
Breakout Session 2
Time
11:30 AM - 12:45 PM
3/9/2023 11:30 AM
This panel will focus on current tax issues in financing and refinancing structures, including structures to address volatile or rising interest rates, interim financing structures, and LIBOR transitions.
Category
C. Tax Sessions
Track
Breakout Session 3
Time
2:45 PM - 4:00 PM
3/9/2023 2:45 PM
A discussion of investment-related issues and opportunities arising in a higher yield environment, including strategies and approaches to investing without violating yield-restriction rules, as well as for minimizing any rebate or yield reduction payment liability through elections that must be made by the issue date and other permitted structuring tools.Ê
Category
C. Tax Sessions
Track
Breakout Session 4
Time
4:15 PM - 5:30 PM
3/9/2023 4:15 PM
Several federal income tax exceptions or special rules apply only to bonds issued under a certain dollar amount, and this panel will focus on those, including bank-qualified status, small issue industrial development bonds for manufacturing, small issue rebate exceptions, and other tax guidance specific to smaller transactions.
Category
C. Tax Sessions
Track
Breakout Session 5
Time
10:30 AM - 11:45 AM
3/10/2023 10:30 AM
With volume cap in scarce supply in many states, this panel will discuss tax structures to finance housing, including workforce housing, and other private activity bond-type projects on a tax-exempt basis without volume cap or using the volume cap “recycling” provision of the tax code.
Category
C. Tax Sessions
Track
Breakout Session 6
Time
12:00 PM - 1:15 PM
3/10/2023 12:00 PM

D. Ethics Session

Description
Ethics: Navigating Conflicts of Interest in Municipal Securities Transactions
Attorneys practicing in the municipal securities industry often face challenging questions about conflicts of interest. This panel will review the rules around conflicts of interest and discuss some of the questions around conflicts in the context of the municipal bond transaction such as serving in multiple roles on the same transaction and obtaining waivers.
Category
D. Ethics Session
Track
Ethics Session
Time
9:00 AM - 10:15 AM
3/10/2023 9:00 AM

E. 'Coffee Talk' Roundtable Discussions - Securities

Description
Trends and Issues in Primary and Continuing Disclosure
This non-CLE session will provide participants an opportunity to discuss trends and approaches to primary disclosure including cybersecurity, ESG, VRDOs and remarketings and climate change, and recent issues arising with respect to continuing disclosure. Participants will also have an opportunity to discuss trends they are seeing with respect to both areas. Attendees of this session are expected to participate in the discussion. This session is for practitioners only, with no members of the press or government officials present.
Category
E. 'Coffee Talk' Roundtable Discussions - Securities
Track
Coffee Talk Roundtable
Time
7:30 AM - 8:45 AM
3/10/2023 7:30 AM
This non-CLE session will discuss approaches to drafting disclosure policies and procedures including key provisions that should be included and developments in the market that could necessitate a need to update policies and procedures. Attendees of this session are expected to participate in the discussion. This session is for practitioners only, with no members of the press or government officials present.
Category
E. 'Coffee Talk' Roundtable Discussions - Securities
Track
Coffee Talk Roundtable
Time
7:30 AM - 8:45 AM
3/10/2023 7:30 AM

F. 'Coffee Talk' Roundtable Discussions - Tax

Description
This non-CLE session will discuss approaches to evaluating management and service contracts under Revenue Procedure 2017-13, including the impact of recent rulings. Attendees of this session are expected to participate in the discussion. This session is for practitioners only, with no members of the press or government officials present.
Category
F. 'Coffee Talk' Roundtable Discussions - Tax
Track
Coffee Talk Roundtable
Time
7:30 AM - 8:45 AM
3/10/2023 7:30 AM
This non-CLE session will allow for a discussion of various issues related to working capital for tax-exempt financings, including both short-term and long-term working capital financings. Attendees of this session are expected to participate in the discussion. This session is for practitioners only, with no members of the press or government officials present.
Category
F. 'Coffee Talk' Roundtable Discussions - Tax
Track
Coffee Talk Roundtable
Time
7:30 AM - 8:45 AM
3/10/2023 7:30 AM