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NABL U Presents: The Workshop Hybrid 2021

When registering, please select one session you plan to attend in each time slot.
CLE credits earned will be calculated based upon your selections.
Failure to submit a complete schedule may result in reduced CLE credit.
When
10/22/2021 11:30 AM - 10/29/2021 12:00 PM
Where
Chicago, IL
To add CLE information click on the + symbol.

Program

   

A. General Session and Annual Meeting

 
Opening General Session: The Growth of ESG in Public Finance
A growing trend in public finance is capitalizing on green investing and frameworks around environmental, social, and governance (ESG) factors. Our Opening General Session will feature various thought leaders in the industry who will discuss ESG trends and considerations in the public finance market.
Track
A. General Session and Annual Meeting
Time
12:30 PM - 2:30 PM
10/13/2021 12:30 PM

B. Breakout Session 1

 
This panel will discuss current federal tax issues, including any recently released notices, rulings, regulations and/or other guidance. The panel is expected to address the latest infrastructure financing proposals, COVID-19 related financing issues, and LIBOR transition matters among other matters. 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 this panel will be communicated to attendees prior to The Workshop.
Track
B. Breakout Session 1
Time
3:00 PM - 4:15 PM
10/13/2021 3:00 PM

Municipal advisors have become prominent participants in issuances of municipal securities and the subject of regulations which also impact the activities of bond attorneys. This panel explores the regulatory framework for municipal advisors. In addition, we will discuss and analyze SEC and FINRA examinations and cases. Areas to be explored include: analyzing rule interpretations, as well as practical problems related to deal timing, rating agency and investor presentations, drafting preliminary and final official statements and other relevant topics.
Track
B. Breakout Session 1
Time
3:00 PM - 4:15 PM
10/13/2021 3:00 PM

In this panel, we will discuss structuring and securities and general law considerations that arise in private placement issues and bank loans. Topics to be discussed include trends in bank loans and other direct-placement financings, such as letters of credit, hybrid financings, liquidity and operational financings; covenants and other term considerations; use of forward delivery arrangements, “Cinderella” and other refunding tools; application of certain MSRB rules; roles and responsibilities of Municipal Advisors and Placement Agents; and filing and notice considerations. The session will emphasize general concepts which practitioners may face on direct purchase transactions and discuss current developments relevant to bank products.
Track
B. Breakout Session 1
Time
3:00 PM - 4:15 PM
10/13/2021 3:00 PM

C. Breakout Session 2

 
This panel will include practitioners, investors and securities regulators discussing the latest federal securities law issues facing the municipal bond market, with a focus on how lawyers may assist their clients in addressing these issues. While the final topics are subject to change based upon current events, expect to hear updates about (i) risk factor disclosures, (ii) interpretation and impacts of the recent SEC pronouncements and initiatives concerning ESG disclosure, (iii) investor perspectives on ESG disclosure and (iv) recent enforcement actions and pending rule changes impacting securities laws in the municipal market.
Track
C. Breakout Session 2
Time
4:45 PM - 6:00 PM
10/13/2021 4:45 PM

In this session, tax law practitioners will discuss the tax law issues that arise in bank direct placements and bank loans, with a portion of the session devoted to 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. In connection with the discussion of reissuance, the phase-out of LIBOR, and the use of SOFR as a benchmark rate will be discussed in connection with the reissuance discussion, although that topic will be discussed in more detail in other panels.
Track
C. Breakout Session 2
Time
4:45 PM - 6:00 PM
10/13/2021 4:45 PM

This panel will focus on recent developments and discuss and analyze a variety of tax issues through a combination of hypotheticals and a roundtable discussion of refunding and reissuance trends. The panel is designed to appeal to attendees with a working knowledge of the applicable federal tax rules pertaining to refunding and reissuance transactions.
Track
C. Breakout Session 2
Time
4:45 PM - 6:00 PM
10/13/2021 4:45 PM

D. Breakout Session 3

 
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
D. Breakout Session 3
Time
9:00 AM - 10:15 AM
10/14/2021 9:00 AM

This panel session will address arbitrage and rebate concepts commonly encountered in structuring transactions and maintaining post-issuance compliance, with a particular focus on pandemic related structuring, replacement proceeds, arbitrage elections and issues arising in structuring combined taxable/tax-exempt financings. Hypotheticals and discussions will center on working capital financings (and specifically the impact of the American Rescue Plan), replacement proceeds issues, yield computation and yield restriction and election considerations. The session will assume that the audience has a general understanding of arbitrage and rebate principles, but topics will nevertheless be selected for broad appeal, focusing on common issues practitioners have faced in recent years.
Track
D. Breakout Session 3
Time
9:00 AM - 10:15 AM
10/14/2021 9:00 AM

This panel will examine recent SEC Enforcement actions and priorities, including those initiated by Chairperson Gensler and the Biden administration. The discussion will explore the importance of accurate disclosures beyond those contained in offering materials and continuing disclosure filings in light of the February 2020 OMS Staff Bulletin No. 21. The panel will also consider how training and policies can impact the Staff’s charging decisions, including the significance of a robust disclosure compliance program. Additionally, the panel will provide an overview of the SEC Enforcement Staff’s process and procedures and how a municipal issuer can best navigate through an investigation when it finds itself within the SEC’s crosshairs.
Track
D. Breakout Session 3
Time
9:00 AM - 10:15 AM
10/14/2021 9:00 AM

E. Breakout Session 4

 
This panel will inform and update attendees as to the current state of the LIBOR Transition and challenges surrounding the phase-out of LIBOR, which will occur for most non-USD LIBORs at the end of 2021 and for the more widely used USD LIBOR tenors on June 30, 2023.
Track
E. Breakout Session 4
Time
10:45 AM - 12:00 PM
10/14/2021 10:45 AM

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 provide a high-level overview of the P3 process. It will also discuss issues that are often negotiated during a P3 transaction including financing, structuring and tax issues. Hot topics will also be discussed including recent P3 deals and federal infrastructure legislation.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 provide a high-level overview of the P3 process. It will also discuss issues that are often negotiated during a P3 transaction including financing, structuring and tax issues. Hot topics will also be discussed including recent P3 deals and federal infrastructure legislation.
Track
E. Breakout Session 4
Time
10:45 AM - 12:00 PM
10/14/2021 10:45 AM

This panel will address issues relating to various aspects of qualified Section 501(c)(3) bond transactions from the perspective of both Bond Counsel and Borrower’s Counsel. Panelists will 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 issues that arise in connection with charitable fundraising campaigns, specifically deal sizing and “replacement proceeds” as well as potential private business use from naming rights agreements. Finally, the session will discuss the involvement of Section 501(c)(3) organizations in new-market-tax-credit financings and the ability to use qualified Section 501(c)(3) bonds to refinance loans incurred in connection with such financings.
Track
E. Breakout Session 4
Time
10:45 AM - 12:00 PM
10/14/2021 10:45 AM

F. 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 with the IRS.
Track
F. Breakout Session 5
Time
2:00 PM - 3:15 PM
10/14/2021 2:00 PM

This session will include an overview of tax-exempt lease financing structures (including COPs and lease revenue bonds) and important tax, securities, and state law concepts in tax-exempt leasing. The panel will discuss key differences between tax-exempt leases and other lease products sometimes offered to municipalities; the tax consequences of lease amendments, waivers and forbearance; and some state law changes that relate to leasing. Panelists will also identify and help attendees understand what lessors expect from issuers and their counsel in lease transactions.
Track
F. Breakout Session 5
Time
2:00 PM - 3:15 PM
10/14/2021 2:00 PM

This panel will examine non-tax issues for financings of 501(c)(3) health care providers, with the panel addressing hot topics in health care finance. The two primary focuses are expected to be considerations for forward delivery issuances, and lessons learned from the COVID-19 public health crisis and associated market turmoil impact on health care borrowers. This will include unique disclosure and documentation considerations in forward delivery issuances, unique disclosure situations health care borrowers experienced during the COVID-19 crisis, and the experiences of health care borrowers during COVID-19 in managing liquidity and interest rate risk, and addressing default and potential default scenarios. Time permitting, the panel may also address additional topics including the impacts of mergers, acquisitions and joint ventures (including non-acute care facilities and providers); and varied financing structures and products.
Track
F. Breakout Session 5
Time
2:00 PM - 3:15 PM
10/14/2021 2:00 PM

G. Breakout Session 6

 
The COVID-19 pandemic has changed the way we practice as public finance practitioners. This panel will take an in-depth look at the ethical issues surrounding the practice in municipal finance transactions in light of the changes we have all experienced, and the application of ethics rules to selected topics. What efforts should we undertake to preserve client confidentiality and protect clients from threats before, during and after closing?
Track
G. Breakout Session 6
Time
3:45 PM - 5:00 PM
10/14/2021 3:45 PM

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 issue spot 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 at The Essentials conference.
Track
G. Breakout Session 6
Time
3:45 PM - 5:00 PM
10/14/2021 3:45 PM

This panel will review current and emerging market trends and related issues for housing practitioners, including: current deal structures and issues relating to volume cap use, federal legislation, the interplay of the low-income housing tax credit and housing bonds, disclosure considerations, the impacts and lessons learned during the COVID pandemic, and innovations in capital stacks.
Track
G. Breakout Session 6
Time
3:45 PM - 5:00 PM
10/14/2021 3:45 PM

H. Breakout Session 7

 
Community Redevelopment with Opportunity Zones, Historic, New Markets, Low-Income Housing, Energy Tax Credits and Other Incentives

Designed for public finance attorneys and their clients, this panel will address tax and non-tax aspects of Opportunity Zones and other economic development incentives that are relevant to the bond community. This panel is not intended to provide in-depth analysis of the ins and outs of Opportunity Zones and how they work with economic development incentives, but rather help public finance attorneys understand the basics of the Opportunity Zones, other economic development incentives, and how to talk with municipal clients about transactions that may involve Opportunity Zones and economic development incentives.
Track
H. Breakout Session 7
Time
9:00 AM - 10:15 AM
10/15/2021 9:00 AM

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
H. Breakout Session 7
Time
9:00 AM - 10:15 AM
10/15/2021 9:00 AM

This panel will discuss navigating roles, responsibilities, regulations, and risk management throughout the underwriting process. A review of best practices for evaluating, diligencing, communicating and documenting the transaction from the outset through closing.
Track
H. Breakout Session 7
Time
9:00 AM - 10:15 AM
10/15/2021 9:00 AM

I. Breakout Session 8

 
The Role of Issuer’s Counsel • Before, During and After Bond Issuance

This panel will explore the role of issuer’s counsel with a particular focus on the perspective of the in-house issuer’s counsel. How can issuer’s counsel help clients set themselves up for success in their transactions? How should issuer’s counsel interact with the other legal and financial professionals involved in the bond issue? How does the issuer’s counsel make sure that its client is protected as much as possible while achieving the issuer’s goals for the financing? What is the role of issuer’s counsel after bonds are issued, and how can the issuer’s counsel help the issuer achieve post-issuance compliance? Does the role change if issuer’s counsel is outside or internal counsel?
Track
I. Breakout Session 8
Time
10:45 AM - 12:00 PM
10/15/2021 10:45 AM

This panel will include public finance practitioners and malpractice insurance representatives discussing 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 and interactive questions regarding application of the model rules to public finance transactions. 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. Legal malpractice carrier personnel will offer unique perspectives on liability scenarios for practitioners. Current discussion topics will include potential implications of cryptocurrencies and increased digitization of public finance transactions and liability considerations around cannabis-related financings in public finance.
Track
I. Breakout Session 8
Time
10:45 AM - 12:00 PM
10/15/2021 10:45 AM

J. Bonus Session

 
During Thursday’s extended lunch break, learn about what’s new on Capitol Hill and NABL’s latest legislative advocacy efforts. The panel will highlight legislative activity impacting the municipal bond market in the coming year, in particular the ongoing talks on infrastructure. You’ll be able to meet NABL’s new Director of Governmental Affairs, Brian Egan, as he discusses the advocacy and education efforts NABL and industry partners have undertaken in 2021. In addition, NABL’s Governmental Affairs Committee will provide a brief update on the projects they are working on and look ahead to 2022.
Track
J. Bonus Session
Time
12:30 PM - 1:30 PM
10/14/2021 12:30 PM

K. Welcome Reception (In-Person Only)

 
After a long day of learning, take a break to relax and reconnect with your colleagues at NABL-hosted Welcome Reception. This will be a great opportunity for you to network in person and enjoy some light appetizers and beverages.
Track
K. Welcome Reception (In-Person Only)
Time
6:15 PM - 7:15 PM
10/13/2021 6:15 PM

L. Newcomers Orientation (In-Person Only)

 
If this is your first time attending The Workshop or if you're new to NABL, learn how to make the most of your Workshop experience at the Newcomers Orientation. During this session, hear from 2021-22 NABL President, Ann D. Fillingham, Dykema Gossett PLLC, and other NABL leaders on how to navigate the conference. They will also provide advice on how to maximize your NABL membership as well as information on how you can volunteer for NABL and become more involved in the association.
Track
L. Newcomers Orientation (In-Person Only)
Time
11:30 AM - 12:00 PM
10/13/2021 11:30 AM