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The Workshop 2023

When
10/18/2023 - 10/20/2023
Where
Hilton Chicago 720 South Michigan Ave Chicago, IL 60605
To add your state bar number(s) for CLE please click on the + symbol below.

Program

A. General Session and Annual Meeting

Description
Opening General Session
Opening General Session: Inflation Reduction Act Opportunities for Public Finance
The Inflation Reduction Act (IRA) is the most significant legislation in U.S. history to ever address climate change, clean energy, and sustainability.  But you may be surprised to know that it contains a lot more than just incentives for solar and wind.  The IRA will deploy hundreds of billions of dollars to support a surprising range of capital projects across many sectors (including certain fossil fuel projects).  In addition to giving governmental entities, non-profits, electric rural co-ops, and tribal entities (among others) access to various tax credits for the first time, the IRA also permits the transfer and monetization of tax credits now.  Funds under the IRA will be delivered through a mix of tax incentives, loans, loan forgiveness, guarantees, grants, rebates, and direct spending that will flow through more than a dozen federal agencies, with the lion’s share handled by the U.S. Treasury.  This year’s General Session will include experts who will help demystify the types of projects that can receive funding under the IRA and that are most relevant to NABL members and our clients.  You’ll learn the ways in which the IRA is particularly lenient and beneficial for small projects in particular.  You’ll also learn that one of the IRA’s goals is to help communities historically reliant on coal, oil, or natural gas.  During a time when interest rates and project costs are keeping many clients from financing projects, the General Session offers an opportunity to learn about the ways in which the IRA can provide cash to help fund critical capital projects.
Track
A. General Session and Annual Meeting
Time
12:45 PM - 2:30 PM
10/18/2023 12:45 PM

B. Panel Session 1

Description
The Commissioner’s Side
The Commissioner’s Side: IRS Examinations, Voluntary Compliance Programs and Outreach
This panel will focus on the IRS perspective on (1) current topics relating to IRS examinations of tax-exempt bonds and other tax-advantaged bonds, (2) current topics relating to appeals from examinations of tax-exempt and other tax-advantaged bonds to the IRS Independent Office of Appeals, (3) current topics relating to the IRS Voluntary Closing Agreement Program (VCAP) for tax-exempt bonds and other tax-advantaged bonds, and (4) other initiatives, activities and publications of the tax-exempt bond functions within the TE/GE Division of the IRS. The panel will include representatives of the IRS and private practitioners.
Track
B. Panel Session 1
Time
2:45 PM - 4:00 PM
10/18/2023 2:45 PM
Let Me Check With My Desk
Let Me Check With My Desk is all about the municipal bond trading desk. Investment bankers will give attendees a behind-the-scenes look at the structure and organization of a desk, the various professionals working there, and the roles they play in the sale of municipal bonds.  Attendees will leave with a better understanding of the process of underwriting a typical transaction as well as issues unique to the desk such as marketing, pricing, and trading.  IPREO will also model a live day-of-pricing scenario so attendees can see how the desk takes and allocates orders and determines the final pricing.
Track
B. Panel Session 1
Time
2:45 PM - 4:00 PM
10/18/2023 2:45 PM
Opportunity Zones & Economic Development Project Financing
Designed for public finance attorneys, this panel will provide an overview of Qualified Opportunity Zones and Qualified Opportunity Zone Funds and how they are used within various economic development structures. This panel is intended to help public finance attorneys understand the basics of Qualified Opportunity Zones and how to discuss them with municipal and private sector clients who may also be including tax-exempt and taxable bond financing within their economic development projects.
Track
B. Panel Session 1
Time
2:45 PM - 4:00 PM
10/18/2023 2:45 PM

C. Panel Session 2

Description
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 any late-breaking topics, the specific topics are subject to change. However, the panel expects to address the recent hotel management private letter contract ruling with the insights of someone who worked on the ruling request. Final topics that will be addressed will be communicated to attendees via NABL Connect prior to The Workshop.
Track
C. Panel Session 2
Time
4:15 PM - 5:30 PM
10/18/2023 4:15 PM
Hot Topics in Securities Law
This panel will include practitioners and securities regulators discussing the most pressing federal securities law issues facing the municipal bond market, with a focus on how to implement practical and effective solutions to address these issues.  While the final topics will be developed based on current events, expect to hear updates about (1) current disclosure challenges facing the market, and (2) climate change risk and opportunity disclosure.
Track
C. Panel Session 2
Time
4:15 PM - 5:30 PM
10/18/2023 4:15 PM

D. Panel Session 3

Description
Arbitrage: Can I Earn It? Can I Keep It?
This panel session is intended to be an intermediate level discussion for the newer practitioner or a refresher for those in need of a reminder of the various arbitrage issues applicable to tax-exempt municipal bonds.  The panel will address topics related to the identification of gross proceeds, a summary and review of various temporary periods and spending exceptions to rebate and common pitfalls related to these exceptions, and will address common arbitrage and rebate concepts encountered in structuring transactions and post-issuance compliance matters, including addressing issues related to rebate compliance and computations.
Track
D. Panel Session 3
Time
8:00 AM - 9:15 AM
10/19/2023 8:00 AM
Tax Concepts in Bank Direct Purchases and Bank Qualification
In this session, tax law practitioners will discuss the tax law issues that may arise in bank direct placements and bank loans. Issues that will be discussed include tax issues that may arise for obligations that moved from an IBOR rate to SOFR pursuant to the Adjustable Interest Rate (LIBOR) Act, determining issue price in a direct placement, reissuance issues that may arise in the direct purchase context, tax issues that may arise in connection with bank covenants, contingent interest analysis, draw-down bonds and bank-qualified bonds. The bank qualification discussion will focus on issues relating to refundings and deemed designations, timing of designations, impact of premium, aggregation rules and opinion practice.
Track
D. Panel Session 3
Time
8:00 AM - 9:15 AM
10/19/2023 8:00 AM
Ethics: Conflicts, Competence and Confidentiality
This panel will include public finance practitioners and legal practice liability insurer representatives discussing latest trends in public finance practitioners’ potential exposure to professional liability.  The panel will feature a practical discussion of how exposure to liability can be reduced and how losses may be prevented, as well as interactive questions regarding application of the model rules to public finance transactions.  Legal malpractice carrier personnel will offer unique perspectives on liability scenarios.  The panel will use ethical and risk management implications of potential incorporation of artificial intelligence tools into a public finance legal practice to explore conflicts, competence, and confidentiality issues facing lawyers practicing today.
Track
D. Panel Session 3
Time
8:00 AM - 9:15 AM
10/19/2023 8:00 AM
Tax-Exempt Leasing
This panel will cover intermediate and advanced topics in tax-exempt leasing, including topics in state law and federal securities and tax law.  Commercial financial disclosure laws regulate some lessors and are now in effect in a handful of states, with new legislation introduced in several more states.  Panelists will highlight the new laws, their impact on lease transactions and national efforts to create uniform disclosure laws.  Panelists will also take a deep dive into the federal securities laws of lease financing and discuss the framework for analyzing leases, including a general discussion of the Howey and Reves tests, and a series of SEC no-action letters directly applicable to lease financing structures.  Finally, the panel will cover fundamental, but advanced, tax topics routinely at issue in tax-exempt leasing transactions, such as distinguishing true leases from capital leases, properly completing the IRS Form 8038-G (Line 20), and dealing with escrow extensions and qualified stated interest / original issue discount.
Track
D. Panel Session 3
Time
8:00 AM - 9:15 AM
10/19/2023 8:00 AM

E. Panel Session 4

Description
Refundings & Reissuance
This panel will focus on recent developments and discuss and analyze a variety of tax issues through a discussion of refunding and reissuance trends.  Potential discussion topics include (i) forgotten refunding considerations in a positive arbitrage environment, (ii) tax considerations in tender and exchange transactions, and (iii) best practices for analyzing common reissuance fact patterns.  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
E. Panel Session 4
Time
9:30 AM - 10:45 AM
10/19/2023 9:30 AM
Health Care Facilities – Hot Topics (Non-Tax Matters)
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 primary focuses are expected to be structural uniquenesses for health care credits; recent developments in light of financial and operating performance headwinds facing health care providers (including ongoing challenges to nonprofit status of healthcare providers); and the continued evolution and increased use of different and re-emerging financing products amidst market turmoil (including the banking crisis).
Track
E. Panel Session 4
Time
9:30 AM - 10:45 AM
10/19/2023 9:30 AM
P3s – Legal, Commercial and Financing Issues
Public Private Partnerships – Legal, Commercial and Financing Issues in P3s
This panel will provide a high level overview of the P3 process. It will also discuss legal, commercial and financial issues that are often negotiated during a P3 transaction including structuring and tax issues. Hot topics will also be discussed including new types of P3 projects.
Track
E. Panel Session 4
Time
9:30 AM - 10:45 AM
10/19/2023 9:30 AM

F. Panel Session 5

Description
Private Activity Bond Tests (Advanced)
Private Activity Bond Tests (Advanced Principles: Real World Challenges)
This panel will address issues complex issues encountered from time to time in the identification and allocation of private business use of bond-financed property.  The panelists and the audience will have the opportunity to issue spot, and take a deep dive within the private activity bond rules during the discussion of hypotheticals addressing both pre and post issuance events. The panel is meant for 103 tax lawyers with 5 years or more of experience.
Track
F. Panel Session 5
Time
11:15 AM - 12:30 PM
10/19/2023 11:15 AM
Underwriter’s Counsel Roundtable – Intermediate
This panel will review the duties, responsibilities and potential liability for underwriters in public offerings of municipal securities and the role of underwriter’s counsel in representing underwriters.  The panel will also include a discussion of best practices in evaluating and documenting the transaction from the outset through closing.
Track
F. Panel Session 5
Time
11:15 AM - 12:30 PM
10/19/2023 11:15 AM
Ethics: Dealing with Stress, Mental Illness, Addiction...
Ethics: Dealing With Stress, Mental Illness, Addiction and Substance Misuse in the Legal Profession
This panel will explore mental health and substance misuse issues affecting practicing lawyers.  It’s no secret that lawyer stress and depression levels and substance misuse have increased astronomically and continue to rise.  During this presentation we will review the current statistics on these issues, how they may impact your practice, various approaches that law firms have taken to address these issues and attempt to provide practical tips on managing stress. Topics of discussion will include examining the ABA Model Rules of Professional Conduct that may be impacted by these issues and practical tips on managing stress for the individual practitioner.
Track
F. Panel Session 5
Time
11:15 AM - 12:30 PM
10/19/2023 11:15 AM

G. Panel Session 6

Description
Tax Issues for 501(c)(3) Financings
This panel will focus on issues that arise for tax-exempt qualified 501(c)(3) bonds, as defined under Section 145 of the Internal Revenue Code.  Such issues covered will include those that arise from: (1) a 501(c)(3) organization with a 501(c)(3) exempt purpose of "lessening the burdens of government” and the 501(c)(3) opinion provided by Borrower’s Counsel; (2) leases of the bond-financed facilities from the 501(c)(3) organization to another entity; (3) conservation easements granted by the 501(c)(3) organization; and (4) working capital expenditures financed with proceeds of such tax-exempt qualified 501(c)(3) bonds and the $150 million test for non-hospital financings.
Track
G. Panel Session 6
Time
2:30 PM - 3:45 PM
10/19/2023 2:30 PM
Deal Gone Bad
This panel will focus on three phases of a “deal gone bad”. The first phase, the default and mobilization stage, includes issues such as the standard for notice to the public market under Rule 15c2-12, the effect of cross-default provisions and “most favored lender” provisions, and mobilization efforts by the bond trustee and other creditors. The second phase, the workout phase, includes issues such as the trustee’s duties under the prudent creditor standard, communication strategies for informing bondholders, the use and effect of waivers and forbearance agreements, bond document provisions for control of remedies and reissuance issues. The third phase, bankruptcy, will focus on eligibility for Chapter 9, some key differences between Chapter 9 and Chapter 11 and practical aspects of navigating through bankruptcy for the issuer or borrower and the creditors.  As respects the third phase, the panel will address new rulings that could impact significantly how revenues and other funds pledged to a transaction and generated post-petition are treated in the Chapter 9 context.
Track
G. Panel Session 6
Time
2:30 PM - 3:45 PM
10/19/2023 2:30 PM
Energy Finance Panel
This panel provides an overview of the key legal and structuring issues facing public power issuers in connection with the development and financing of renewable and other energy projects, including prepayment transactions, energy storage, green hydrogen, wind, solar, nuclear, and purchased power agreements. In addition, this panel will address the impact of the Inflation Reduction Act, which allows public power utilities access to federal incentives for the development and financing of renewable energy projects which have traditionally only been available to for-profit utilities.
Track
G. Panel Session 6
Time
2:30 PM - 3:45 PM
10/19/2023 2:30 PM

H. Panel Session 7

Description
Advanced Arbitrage: There and Back Again
This panel session is intended to be a higher-level discussion of arbitrage issues applicable to tax-exempt municipal bonds and the structuring of various transactions. The panel will also focus on investment considerations and 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 permitted elections made on the issue date or other permitted structuring tools.
Track
H. Panel Session 7
Time
4:00 PM - 5:15 PM
10/19/2023 4:00 PM
SEC and FINRA Enforcement
This panel will examine recent and notable SEC and FINRA Enforcement actions and provide an overview of the priorities of the SEC’s Public Finance Abuse Unit and FINRA.  The discussion will also explore the importance of accurate disclosures and how training and procedures may impact charging decisions. The panel will also provide an overview of the investigation process for the SEC and FINRA.
Track
H. Panel Session 7
Time
4:00 PM - 5:15 PM
10/19/2023 4:00 PM
Ethics: DEI: Making the Paradigm Shift
4:00pm to 5:30pm (15 Extra minutes)
Learn about the latest diversity, equity, and inclusion research, trends, and tactics to interrupt implicit bias.
Track
H. Panel Session 7
Time
4:00 PM - 5:30 PM
10/19/2023 4:00 PM

I. Panel Session 8

Description
Private Activity Bond Tests: Fundamentals
Private Activity Bond Tests: Fundamental Principles: Basic Issue Spotting
This panel will review the basic principles of the private activity bond tests as well as address issues frequently encountered in the identification and allocation of private business use of bond-financed property.  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 panel is meant to provide an overview of private activity bond issues for bond lawyers and tax lawyers with less than 7 years of experience in the review of the basic principles of the private activity bond tests as well as the public finance field.
Track
I. Panel Session 8
Time
8:45 AM - 10:00 AM
10/20/2023 8:45 AM
Preparing To Deliver the Bond Opinion
Preparing To Deliver the Bond Opinion: Tax Due Diligence and Documentation
Purchasers of tax-exempt obligations typically rely on the “unqualified opinion” of bond counsel as to the excludability of interest on the bonds.  The tax due diligence performed by bond counsel is a critical foundation for the delivery of the opinion.  This “practice-focused” panel will explore the due diligence, legal research and analysis, and documentation necessary to support the tax opinion.
Track
I. Panel Session 8
Time
8:45 AM - 10:00 AM
10/20/2023 8:45 AM
Multifamily Housing
This panel will discuss the range of housing development strategies in the current market (including senior, affordable, “missing middle” and “workforce” housing), current issues in deal structures, the impact of the return of opportunities for positive arbitrage, issues relating to increasingly complex capital stacks and available sources of funds to construct housing developments, and emerging tax and disclosure issues in an environment with rising costs and interest rates.
Track
I. Panel Session 8
Time
8:45 AM - 10:00 AM
10/20/2023 8:45 AM
Underwriter’s Counsel Roundtable – Advanced
This panel will consider several of the key developments that have affected the obligations of underwriters in the municipal securities market and how those developments should inform appropriate representation of underwriters by their counsel. This panel will focus on appropriate divisions of responsibilities between underwriters and their counsel with respect to due diligence, what underwriter’s counsel should be aware of before undertaking a representation, and how to avoid some of the pitfalls that have occurred in the last several years.
Track
I. Panel Session 8
Time
8:45 AM - 10:00 AM
10/20/2023 8:45 AM

J. Panel Session 9

Description
The Commissioner’s Side (Practitioners Only- CLOSED SESSION)
The Commissioner’s Side: IRS Examinations, Voluntary Compliance Programs and Outreach (Practitioners Only - CLOSED SESSION)
This panel will focus on the private practitioner perspective on (1) current topics relating to IRS examinations of tax-exempt bonds and other tax-advantaged bonds, (2) current topics relating to appeals from examinations of tax-exempt and other tax-advantaged bonds to the IRS Independent Office of Appeals, (3) current topics relating to the IRS Voluntary Closing Agreement Program (VCAP) for tax-exempt bonds and other tax-advantaged bonds, and (4) other initiatives, activities and publications of the tax-exempt bond functions within the TE/GE Division of the IRS. The panel will not include representatives of the IRS and will be for private practitioners only.
Track
J. Panel Session 9
Time
10:15 AM - 11:30 AM
10/20/2023 10:15 AM
Issuer’s Counsel Hot Topics
“The Role of Issuer’s Counsel in a Bond Transaction”
This panel will explore the role of Issuer’s Counsel in bond transactions, 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? What are the hot topics for Issuer’s Counsel in 2023?
Track
J. Panel Session 9
Time
10:15 AM - 11:30 AM
10/20/2023 10:15 AM
Bank Products & Direct Purchases - General Considerations
Bank Products & Direct Purchases - General Considerations (Non-Tax)
This panel will cover bank direct purchases and other commercial bank products.  In this panel, we will discuss structuring and legal considerations that arise in private placement bond issues, bank direct purchases and other bank facilities.  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; securities law considerations; negotiation of covenants and other contract terms; use of forward delivery arrangements and other refunding tools; application of certain MSRB rules; roles and responsibilities of Municipal Advisors and Placement Agents; and considerations relating to continuing disclosure “financial obligation” filings.  The session will emphasize general concepts which practitioners may face on direct purchase transactions and specific provisions that are frequently negotiated in such transactions.
Track
J. Panel Session 9
Time
10:15 AM - 11:30 AM
10/20/2023 10:15 AM

K. Bonus Session: Update From DC

Description
Bonus Session: Update From DC
Join our Governmental Affairs Committee on Thursday for a lunch panel discussion that will highlight NABL’s advocacy efforts this year, recap recent legislative and regulatory activity that we are tracking, and provide a preview of our 118th Congress advocacy strategy plan.
Track
K. Bonus Session: Update From DC
Time
1:30 PM - 2:15 PM
10/19/2023 1:30 PM

L. Receptions

Description
Welcome Reception
After a long day of learning, take a break to relax and reconnect with your colleagues at the NABL-hosted Welcome Reception. This will be a great opportunity for you to network in person and enjoy some light appetizers and beverages.
Track
L. Receptions
Time
5:30 PM - 6:30 PM
10/18/2023 5:30 PM
Diversity Reception
Join NABL's Diversity Committee and your fellow attendees to unwind after a full day of educational sessions. Beer, wine and light appetizers will be served.
Track
L. Receptions
Time
5:30 PM - 6:30 PM
10/19/2023 5:30 PM

M. Newcomers Orientation

Description
Newcomers Orientation
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.
Track
M. Newcomers Orientation
Time
11:30 AM - 12:30 PM
10/18/2023 11:30 AM

N. Committee Meetings

Description
Education Committee
For NABL members only. A boxed lunch will be provided. RSVP required.
Track
N. Committee Meetings
Time
12:30 PM - 1:30 PM
10/19/2023 12:30 PM
General Law & Practice Committee
For NABL members only. A boxed lunch will be provided. RSVP required.
Track
N. Committee Meetings
Time
12:30 PM - 1:30 PM
10/19/2023 12:30 PM
Issuer’s and In-House Counsel Committee
A boxed lunch will be provided. RSVP required.
Track
N. Committee Meetings
Time
12:30 PM - 1:30 PM
10/19/2023 12:30 PM
Securities Law & Disclosure Committee
For NABL members only. A boxed lunch will be provided. RSVP required.
Track
N. Committee Meetings
Time
12:30 PM - 1:30 PM
10/19/2023 12:30 PM
Tax Law Committee
For NABL members only. A boxed lunch will be provided. RSVP required.
Track
N. Committee Meetings
Time
12:30 PM - 1:30 PM
10/19/2023 12:30 PM

O. Blue Book of Outlines ($150 Additional Charge)

Description
The Workshop Blue Book of Outlines ($150 Additional Charge)
This textbook is a compilation of the outline materials prepared for the 2023 Workshop. It covers 24 different topics on issues that directly affect the public finance industry, including issues with state laws, federal tax laws, ethics, and securities laws. These materials are invaluable to both experienced practitioners and those new to the field.
This item will be shipped about a month after the conference.
Track
O. Blue Book of Outlines ($150 Additional Charge)
Time
12:00 PM
10/21/2023 12:00 PM