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The Workshop: Virtual 2020

When registering, please select one session you plan to attend in each time slot.
All CLE credits earned will be calculated based upon your selections.
Failure to submit a complete schedule will result in reduced CLE credit.
When
9/23/2020 - 9/25/2020
Where
Online Event
To add CLE information click on the + symbol.

Program

   

A. General Session and Annual Meeting

 
Workshop 2020 General Session featuring Pulitzer Prize-winning journalist Jonathan Capehart

Following the General Session, NABL will host its Annual Membership Meeting where members will vote for the new Officers, Board of Directors, and hear from the incoming 2020-2021 NABL President, Teri M. Guarnaccia, Ballard Spahr LLP, about her vision for the upcoming year.
Track
A. General Session and Annual Meeting
Time
11:30 AM - 1:15 PM
9/23/2020 11:30 AM

B. Tax Hot Topics

 
This panel will discuss current federal tax issues, including any recently released notices, rulings, regulations and/or other guidance. In order to address current "hot" topics, the specific topics focusing on tax matters are subject to change. Final topics that will be addressed in each panel will be communicated to attendees via NABL Connect prior to The Workshop.
Track
B. Tax Hot Topics
Time
1:45 PM - 2:45 PM
9/23/2020 1:45 PM

C. Hot Topics in Securities Law

 
This panel will include practitioners and securities regulators discussing the latest federal securities law issues facing the municipal bond market, with a focus on how bond lawyers may assist their clients in addressing these issues. While the final topics are subject to change, expect to hear about implementation of financial obligation disclosure under SEC Rule 15c2-12, timeliness of financial disclosures, securities liability for post-issuance disclosure, risk factor disclosure and a review of the past year's municipal securities litigation and enforcement activity.
Track
C. Hot Topics in Securities Law
Time
3:15 PM - 4:15 PM
9/23/2020 3:15 PM

D. Update from Washington, D.C.

 
This session will provide an update from Washington, DC, highlighting activity that has impacted the municipal market over the past year. In particular, panelists will discuss advocacy and educational efforts NABL and its industry partners have undertaken during the COVID-19 pandemic which accompanied our traditional advocacy efforts. In addition, attendees will hear an overview of NABL's Governmental Affairs Committee work including member home zip code collection, how we use that information, and a look ahead at the potential for a larger infrastructure undertaking by Congress in 2021.
Track
D. Update from Washington, D.C.
Time
4:45 PM - 5:45 PM
9/23/2020 4:45 PM

E. Breakout Session 1

 
This panel will address issues relating to 501(c)(3) opinions and the role of both Borrower's Counsel and Bond Counsel in various aspects of qualified Section 501(c)(3) bond transactions and analysis of unrelated trade or business activities occurring in bond-financed property. Panelists will also discuss opinion issues for entities that have not yet received a determination letter (Form 1023 pending), entities not able to locate a copy of the Form 1023 filed with the IRS upon which the determination letter is based, entities classified as "private foundations" rather than "public charities," and entities that have made certain "foot faults" with respect to Form 990 and other required filings. The session will also include a discussion of the charity-care standards applicable to hospitals, particularly the substance and scope of Section 501(r) diligence and how it impacts the Borrower's Counsel and Bond Counsel opinions. Finally, the session will discuss partnerships involving Section 501(c)(3) organizations and for-profit entities and the ability to finance property used and/or owned by such partnerships.
Track
E. Breakout Session 1
Time
11:00 AM - 12:00 PM
9/24/2020 11:00 AM

Ethics: Diversity & Implicit Bias: An Introduction to Implicit Bias, Its Effects on the Practice of Law, Including Costs and Practical Solutions for Taking Control
Although America has been heralded as the great "Melting Pot," it has been studied and proven over the years that, notwithstanding our diversity, we all have unconscious biases that unintentionally affect every aspect of our dealings with others. Is bias an unfortunate and inevitable part of our "DNA" as Americans? This panel will provide practitioners with invaluable insight into the issue of unconscious bias, as well as a forum for dialogue and exchange of ideas on this sensitive issue.
Track
E. Breakout Session 1
Time
11:00 AM - 12:00 PM
9/24/2020 11:00 AM

F. Breakout Session 2

 
In this session, tax law practitioners will discuss the tax law issues that arise in bank direct placements and bank loans, as well as selected tax considerations regarding bank-qualified bonds. Issues that will be discussed include reissuance, determining the issue price of the obligation, what should be considered interest, whether contingent payments have been created, and margin rate factor provisions. Bank qualification discussion will focus on issues relating to refundings and deemed designations, timing of designations, impact of premium, and aggregation rules.
Track
F. Breakout Session 2
Time
12:30 PM - 1:30 PM
9/24/2020 12:30 PM

SEC Enforcement - Disclosure and Compliance Decisions in the Age of an Enhanced Enforcement Presence
This panel will begin with a primer on the anatomy of an SEC investigation, from the receipt subpoenas to the Wells process, with a focus on how investigations differ from litigation. The discussion will include the SEC Staff's efforts to highlight the value of "cooperation" and the discretion of the Staff when affirmative assistance is offered. The panel will then discuss select Enforcement trends, including the importance accuracy in disclosures beyond offering materials and continuing disclosure filings -- both historically and in light of the February 2020 OMS Staff Bulletin No. 21. The discussion will include an in-depth review of the scienter element of a 10b-5 violation in the municipal context, and important lessons learned for municipalities from the vast body of public company and penny stock Enforcement actions. The panel will also consider how training and policies can impact the SEC Staff's charging decisions, including pointers for testing the sufficiency of a disclosure compliance program.
Track
F. Breakout Session 2
Time
12:30 PM - 1:30 PM
9/24/2020 12:30 PM

G. Breakout Session 3

 
This panel will focus on recent developments and discuss and analyze a variety of refunding and reissuance tax issues through a discussion of hypotheticals designed to appeal to attendees with a working knowledge of the applicable federal tax rules pertaining to refunding and reissuance transactions.
Track
G. Breakout Session 3
Time
2:00 PM - 3:00 PM
9/24/2020 2:00 PM

This panel will cover bank direct purchases and other commercial bank products. This session will discuss general concepts relevant to direct purchases and (as time permits) other commercial bank products such as letters of credit and liquidity facilities. The session will also discuss drafting developments in the bank direct purchase market in light of the proposed Treasury regulations providing safe harbors for replacements to interbank offered rates such as LIBOR, discuss forward purchase agreements, "Cinderella" bonds and other alternatives to tax-exempt advance refundings, examine the amendments to Rule 15c2-12 and their impact on the use of bank direct purchases, and examine issues relating to EMMA postings and redactions (and examine redaction protocols, including a comparison to redactions under G-34). The session will emphasize general concepts which practitioners may face on direct purchase transactions and/or credit or liquidity enhanced public market transactions and discuss current developments relevant to bank products. To the extent time permits, the session may also discuss secondary market structures, such as tender option bonds and securitization.
Track
G. Breakout Session 3
Time
2:00 PM - 3:00 PM
9/24/2020 2:00 PM

H. Breakout Session 4

 
This panel will review some of the basic principles of the private activity bond tests as well as address less straightforward applications of the rules including: identification and allocation of private business use, especially as affected by the mixed-used project Regulations; management contract guidelines; and modifications to the remedial action Regulations. The panelists and the audience will have the opportunity to identify and discuss potential private activity issues during the discussion of hypotheticals addressing both pre and post issuance events. The audience should be well-acquainted with the private activity bond tests. Those who are not familiar with the application of the private activity tests or who would like a refresher on the basics should review the materials produced for The Essentials seminar.
Track
H. Breakout Session 4
Time
3:30 PM - 4:30 PM
9/24/2020 3:30 PM

Attorney liability is an issue of increased concern for bond counsel, issuer's counsel, disclosure counsel and underwriter's counsel. Public finance lawyers are exposed to client and third-party claims and increased scrutiny of municipal finance transactions by regulatory agencies. This panel will discuss latest trends in how bond counsel can be exposed to professional liability. The panel will feature a practical discussion of how exposure to liability can be reduced and how losses may be prevented. Emphasis will be given to understanding current and ever-expanding bases of liability under the Model Rules, recent ethics decisions, industry standards, Treasury guidance and SEC Enforcement actions. The panel will highlight latest trends in engagement letters, identifying counsel roles, avoiding conflicts of interest and using disclaimers. Current discussion topics will include client confidentiality in the electronic and social media environment under Model Rule 1.6.
Track
H. Breakout Session 4
Time
3:30 PM - 4:30 PM
9/24/2020 3:30 PM

I. Breakout Session 5

 
The Commissioner's Side: IRS Examinations, Voluntary Compliance Programs and Outreach
This panel will focus on (1) current topics relating to IRS examinations of tax-exempt bonds and other tax advantaged bonds; (2) current topics relating to the IRS Voluntary Closing Agreement Program (VCAP) for tax-exempt bonds and other tax-advantaged bonds and (3) other initiatives, activities and publications of the tax-exempt bond functions within the IRS.
Track
I. Breakout Session 5
Time
11:00 AM - 12:00 PM
9/25/2020 11:00 AM

Municipal advisors have become more prominent participants in bond issuances and the subject of regulations which also impact the bond issuance activities of bond attorneys. This panel explores the regulatory framework for municipal advisors. In addition, we will discuss certain examinations, cases and regulatory actions taken by the SEC and MSRB, including the SEC's order granting municipal advisors a temporary conditional exemption from broker registration. Areas to be explored will also include analyzing practical problems associated with deal timing issues, issuer responsibilities, municipal advisor responsibilities, private placements, rating agency and investor presentations, preliminary and final official statements and continuing disclosure.
Track
I. Breakout Session 5
Time
11:00 AM - 12:00 PM
9/25/2020 11:00 AM

J. Breakout Session 6

 
This panel session will address arbitrage and rebate concepts commonly encountered in structuring transactions and maintaining post-issuance compliance. The panelists will build upon intermediate concepts through discussions of real-world practical hypotheticals. Hypotheticals will incorporate current practice trends such as working capital financings, universal cap computations and temporary period considerations. The session plan will assume that the audience has a general understanding of arbitrage and rebate principles, but topics will nevertheless be selected for broad appeal.
Track
J. Breakout Session 6
Time
12:30 PM - 1:30 PM
9/25/2020 12:30 PM

This panel covers the essentials of which any lawyer should be aware when unexpected issues arise in the years following a closing that result in bondholders holding troubled or defaulted securities. Topics covered include transactional documents and tools to forestall the exercise of creditor rights while efforts are undertaken to resolve the issues at hand, how certain key indenture mechanics work, material elements of state law, and, naturally, material provisions of bankruptcy law and procedure when efforts to salvage the troubled transaction are unsuccessful. This panel is comprised of NABL members having considerable experience with troubled securities, and will include discussion of helpful points and key takeaways from several distressed debt situations.
Track
J. Breakout Session 6
Time
12:30 PM - 1:30 PM
9/25/2020 12:30 PM

K. Breakout Session 7

 
Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation
Purchasers of tax-exempt bonds rely on the opinion of bond counsel as to the compliance of the bonds with the requirements of the federal income tax code. The tax due diligence and documentation performed by bond counsel is a critical foundation for the delivery of the opinion. This panel will explore various approaches to compliance with applicable tax requirements and will engage attendees in a discussion of the due diligence and documentation necessary to support the tax opinion.
Track
K. Breakout Session 7
Time
2:00 PM - 3:00 PM
9/25/2020 2:00 PM

This panel will review the role and responsibilities of underwriter's counsel in light of the significant legal developments that have occurred in the aftermath of the Great Recession and, more recently, the COVID-19 pandemic. The panel will consider what an underwriter's counsel should do to best represent underwriters in this legal environment. The Panel will include perspectives from members of NABL who regularly serve as underwriter's counsel, as well as from heads of public finance, internal counsel and industry leaders.
Track
K. Breakout Session 7
Time
2:00 PM - 3:00 PM
9/25/2020 2:00 PM

L. Breakout Session 8

 
Public private partnerships have long been touted as a way for governments to shift costs and risks for public infrastructure projects to the private sector. This panel will discuss the factors that governments, sponsors and lenders should each review in deciding whether a public private partnership is right for them as well as provide an in-depth discussion of the P3 transaction process and related issues. Likely topics include discussion of appropriation issues, political issues, procurement issues, disclosure issues, value for money analyses, due diligence and allocation of project risks, authorizing statutes, tax issues, and other structuring issues. Structures of recent P3 deals will be discussed at a high level.
Track
L. Breakout Session 8
Time
3:30 PM - 4:30 PM
9/25/2020 3:30 PM

This panel will inform and update attendees as to issues surrounding the phaseout of LIBOR anticipated to occur at the end of 2021. The panel will provide a brief background on teh LIBO phaseout and then discuss the likely alternate reference rate substitutes for LIBOR, including in particular the Secured Overnight Financing Rate (SOFR) and thoughts concerning adjustments to SOFR that may be necessary to minimize value transfers. This panel will also explore language suggested for legal documents in anticipation of the LIBOR phaseout. This will include descriptions, as well as pluses and minuses, of language published by the Alternate Reference Rate Committee (ARRC) as well as an update on ISDA initiatives for purposes of swap documentation. Lastly, this panel will explore the implications and potential consequences, as to "legacy" transactions that are already in place, in the event that parties are unable to agree upon a successor rate index.
Track
L. Breakout Session 8
Time
3:30 PM - 4:30 PM
9/25/2020 3:30 PM