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NABL U Presents: The Workshop 2019

NABL U Presents: The Workshop 2019
When
9/11/2019 8:00 AM - 9/13/2019 1:00 PM
Where
Fairmont Chicago 200 N Columbus Dr Chicago, IL 60601
To add CLE information click on the + symbol.

Program

   

A. Opening General Session

 
The panelists will provide an in-depth look at the impact of the Puerto Rico bankruptcy on the municipal finance markets, including rating agency actions.
Track
A. Opening General Session
Time
1:15 PM - 2:30 PM
9/11/2019 1:15 PM

B. Welcome Reception

 
After The Workshop’s first day of sessions, socialize with your colleagues at this NABL-hosted Welcome Reception. Hosted bar and light appetizers will be served.
Track
B. Welcome Reception
Time
5:30 PM - 6:30 PM
9/11/2019 5:30 PM

C. NABL Committee Meetings

 
For NABL members only. A boxed lunch will be provided. Advance registration is required.
Track
C. NABL Committee Meetings
Time
12:30 PM - 1:30 PM
9/12/2019 12:30 PM

For NABL members only. A boxed lunch will be provided. Advance registration is required.
Track
C. NABL Committee Meetings
Time
12:30 PM - 1:30 PM
9/12/2019 12:30 PM

For NABL members only. A boxed lunch will be provided. Advance registration is required.
Track
C. NABL Committee Meetings
Time
12:30 PM - 1:30 PM
9/12/2019 12:30 PM

D. Issuer's Counsel Forum

 
Join your fellow NABL members in an informal roundtable lunch discussion focusing on in-house and issuer's counsel hot topics- a boxed lunch will be provided. For Workshop registrants only. Advance registration is required.
Track
D. Issuer's Counsel Forum
Time
12:30 PM - 1:30 PM
9/12/2019 12:30 PM

E. Bonus Sessions

 
The first Bonus Session is “An Update from DC,” moderated by Jessica Giroux, NABL’s Director of Governmental Affairs. This session will provide an update from Washington, DC, highlighting various legislative proposals that have impacted the larger infrastructure discussion on Capitol Hill. Panelists will discuss advocacy and educational efforts NABL and its industry partners have utilized to promote and protect tax-exempt municipal bonds. In addition, attendees will hear an overview of NABL’s Governmental Affairs Committee work undertaken throughout the year and give you a preview of what’s on tap for the year ahead.
Track
E. Bonus Sessions
Time
1:45 PM - 2:30 PM
9/12/2019 1:45 PM

The second Bonus Session is “Blockchain Technology,” moderated by Matthew Bastian, CUSIP Global Services. This session will take a look at blockchain technology and its role in the municipal financial markets. It will explore how blockchain technology may improve trade clearing and settlement and whether CUSIPs will still be required under this new platform.
Track
E. Bonus Sessions
Time
1:45 PM - 2:30 PM
9/12/2019 1:45 PM

F. Newcomers Orientation

 
If this is your first time attending The Workshop or if you’re new to NABL, plan to attend the Newcomers Orientation. This is a great opportunity to hear from 2018-2019 NABL President, Dee Wisor, and other NABL leaders about how to make the most of your Workshop experience. They will offer insights about how your NABL membership can benefit you and your firm and show you how to get more involved in the association.
Track
F. Newcomers Orientation
Time
11:30 AM - 12:00 PM
9/11/2019 11:30 AM

G. Blue Book of Outlines

 
The NABL U Workshop Blue Book is an extended compilation of additional materials prepared for the 44th Annual Workshop. This discounted pricing applies to attendees for this event. This item will be shipped after the conference.
Track
G. Blue Book of Outlines
9/11/2019

H. 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. As an added bonus, enter a drawing to have a chance to win one set of wireless headphones.
Track
H. Diversity Reception
Time
5:30 PM - 6:30 PM
9/12/2019 5:30 PM

Panel Session 1

 
This panel will cover bank direct purchases and other commercial bank products. This session will discuss the 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 discuss developments in the bank direct purchase market arising from amendments to Rule 15c2-12, examine issues relating to EMMA postings and redactions (and examine redaction protocols, including a comparison to redactions under G-34), and discuss products such as Cinderella bonds and forward purchase agreements as alternatives to tax-exempt advance refundings. 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
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 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 some 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 contact NABL for additional information.
Track
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 PM

This review session will discuss and analyze a variety of refunding and reissuance tax issues through a discussion of hypotheticals. This session will be interactive and focus on recent developments. The review session is designed to appeal to attendees interested in the fundamentals of the applicable federal tax rules pertaining to refunding and reissuance transactions.
Track
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 PM

This panel will review the latest developments in the world of single family housing bonds. Whether you are involved with single family matters once a week or once a year, you will want to participate in this lively discussion with some of the nation’s most active practitioners, issuers, and municipal advisors in single family housing. The panel will discuss the effects of federal legislation on housing, current single family financing structures, regulatory developments impacting lending programs, and other “hot topics” relating to single family bonds.
Track
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 PM

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 tax gross-up provisions. Bank qualification discussion will focus on issues relating to refundings and deemed designations, timing of designations, impact of premium, and aggregation rules. While both topics will be covered in all sessions, the first two sessions will focus more on bank direct purchase issues, and the third session will focus more on bank qualification. See also the Bank Direct Purchases - General Considerations panel for related (non-tax) information.
Track
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 PM

The Commissioner's Side: IRS Examinations, Voluntary Compliance Programs and Outreach

This panel with focus on: (1) current topics relating to IRS examinations of tax-exempt bonds and other taxadvantaged 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. The panel will meet two times, and both sessions will include IRS panelists.
Track
Panel Session 1
Time
2:45 PM - 4:00 PM
9/11/2019 2:45 PM

Panel Session 2

 
Community Redevelopment with New Markets, Historic, Energy Tax Credits, and Other Incentives

This panel will provide the opportunity to participate in a discussion of unique issues state and local governments and 501(c)(3) organizations may encounter in participating in various federal tax credit programs. Topics will include tax credit structuring considerations; establishing subsidiary entities; potential conflicts of interest with subsidiaries; participating in for-profit entities; addressing tax credit indemnification issues; leasing structure issues; limits on lending credit to for-profit entities; identifying, fulfilling and tracking community and economic benefits; and using other resources with the credits, including tax-exempt bonds and federal, state and local grants and loans, capital campaign funds, and revenues.
Track
Panel Session 2
Time
4:15 PM - 5:30 PM
9/11/2019 4:15 PM

Ethics: Risk - The Game of Reduction of Professional Exposure, Loss Prevention and Bond Counsel Liability

This panel will include: practitioners, law firm general counsels, and malpractice insurance representatives, who will discuss the 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. Legal malpractice carrier personnel will offer unique perspectives on liability scenarios for practitioners. Current discussion topics will include client confidentiality in the digital age under Model Rule 1.6.
Track
Panel Session 2
Time
4:15 PM - 5:30 PM
9/11/2019 4:15 PM

This panel covers issues from a securities and tax perspective incident to the months and years following the closing of a financing. From the securities perspective, through the use of hypotheticals and interactive audience participation, the panel will examine what constitutes “financial information or operating data… of the type included in the final official statement,” the impact of continuing disclosure compliance on the content of primary offering disclosure, increasing opinion requirements for disclosure counsel, and underwriters’ counsel concerning the sufficiency of the continuing disclosure undertaking agreement. The panel will also examine and flesh-out the new amendments to Rule 15c2-12 that went into effect in February 2019 and practical issues incident to compliance in the future. From the tax perspective, we will address change-in-use rules - particularly remedial actions in light of Revenue Procedure 2018-26 - and many practical post-issuance compliance issues relating to recordkeeping, tracking use of proceeds, tax compliance policies, supplemental reporting, and similar post-issuance concerns.
Track
Panel Session 2
Time
4:15 PM - 5:30 PM
9/11/2019 4:15 PM

Public Private Partnerships - What You Need to Know (A): P3 - From Consideration, to Structuring, to Closing - Introductory Session

The use of public-private partnerships (“P3”) as a tool to meet the public sector’s needs to improve and rehabilitate the Nation’s public infrastructure continues to be a growing trend in the United States. It is imperative that the practitioner have a good grasp of the legal, financial, operational, and political issues relating to a proposed P3 project a number of which have included the issuance of tax exempt or taxable debt. The panels will provide valuable information and insights regarding these areas for those with experience at any level.

This introductory P3 panel will focus on basic concepts with respect to the various types of P3 structures. The panel will provide a general overview of the typical P3 transaction process, roles of the parties, fundamental analysis and issue spotting as well as the basic documentation involved. Additional areas covered will include: the general pros and cons of entering into a P3, authorizing statutes, basic tax issues, other structuring and disclosure issues, political considerations, and transaction management.
Track
Panel Session 2
Time
4:15 PM - 5:30 PM
9/11/2019 4:15 PM

This panel will review the role and responsibilities of underwriter’s counsel in light of significant legal developments occurring in the past several years. The panel will consider the role of underwriter’s counsel in light of SIFMA’s recent Model Memorandum to Underwriter’s Counsel and NABL’s related Analysis of SIFMA Model Memorandum to Underwriter’s Counsel. The panel will discuss counsel’s role in performing due diligence including, for example, in the context of new “financial obligation” related material events under Rule 15c2-12. The panel will include perspectives from NABL members, who regularly serve as underwriter’s counsel, as well as underwriter representatives including heads of Public Finance and internal counsel.
Track
Panel Session 2
Time
4:15 PM - 5:30 PM
9/11/2019 4:15 PM

Panel Session 3

 
In the Introductory session, this panel will cover the basics of multifamily housing bonds, including applicable tax rules, basic bond structures, and compliance. We will also touch on the interplay of the federal low income housing tax credit and bonds. The Introductory panel is best for practitioners interested in learning how to do a multifamily housing transaction.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

Preparing To Deliver the Bond Opinion: Tax Diligence and Documentation - (A) Basic Session

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. One panel will be conducted at the basic level and one will be conducted at the advanced level.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

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 some 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 contact NABL for additional information.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

This session will discuss and analyze a variety of refunding and reissuance tax issues through a discussion of hypotheticals. All three sessions will be interactive and focus on recent developments. The intermediate sessions are designed to appeal to attendees with a working knowledge of such applicable federal tax rules.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

SEC Enforcement - Practical Pointers on Disclosure and Compliance Programs and Interfacing with the SEC Staff in the Current Regulatory Environment

Everyday Disclosures and Control Person Liability.
This topic will bring awareness about the importance of disclosures beyond offering materials and the annual continuing disclosure requirements. We will discuss the significance of representations made on city websites, in public speeches, and in statements made during public meetings. We will also explain the purpose and reach of control person liability in this context.

Real Time Disclosure Decisions.
Through this topic, we will discuss and debate the challenges of making realtime disclosure decisions - particularly when the salient issues fall outside of those disclosures required by 15c2- 12. This will include hypotheticals such as: previously Panel Session Summaries unknown accounting and audit issues, litigation surprises, or differing legal opinions in the age of The Port Authority action.

Enforcement is not Litigation/Cooperation is Meaningful.
This topic will provide a general overview of an SEC investigation and how it differs from a litigation. The discussion will focus on the value of cooperation with the staff and consider the advantages of self-reporting. This topic will also include a discussion about the value of undertaking disclosure and compliance improvements even when under investigation.

The Adequacy of Compliance Measures and Training.
This topic will discuss the elements of a robust compliance program including training.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

This panel will discuss current federal tax issues, including any recently released rulings, regulations, and/or other guidance. 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 Alerts prior to The Workshop in an effort to avoid duplication of discussion topics and allow more in-depth discussion of all topics.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

This panel will give an overview of how underwriters do their job in making a primary offering of bonds to the public by an issuer via a negotiated sale. In this session, the panel will be composed of members of different departments of the same underwriter, each of whom can explain their particular roles in such a transaction. Topics to be discussed include: how a bond issue is sized and structured, developing a timeline for the marketing and sale of bonds, forming a syndicate and developing a strategy for marketing and selling the bonds, conducting due diligence, meeting with market participants, pricing, and closing.
Track
Panel Session 3
Time
8:00 AM - 9:15 AM
9/12/2019 8:00 AM

Panel Session 4

 
Arbitrage and Rebate: Can I Earn It, Can I Keep It? (A) Basic Arbitrage Certifications: What to Look for in Tax Certificates

The first arbitrage and rebate session of the conference will focus on basic arbitrage certifications commonly encountered in new money and refunding tax certifications. For instance, the panel will discuss: the role of express statements of expectation; provisions identifying gross proceeds; statements concerning the 120% test and useful life certifications; provisions concerning abusive arbitrage devices; allocations of proceeds; yield limitations and temporary periods; the rebate requirement and spending exceptions; issue price determination; bond yield and investment yield calculations; and yield adjustments (including, e.g., for guarantees and hedge agreements). This session seeks to explain the relevance of each certification and discuss alternatives and pitfalls. While the focus of the session is on introductory matters, the discussion introduces intermediate topics that are broadly applicable to bond attorneys and issuers.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

This panel, in recognition of the significant expansion in charter schools, will explore the issues associated with the financing of charter schools, including marketing of charter school debt. Because charter schools are creatures of state law, their corporate status, the security that can be offered for a financing and the limits on the terms of charters necessarily will vary. In turn, those variations will directly affect the available financing structures. The panel will discuss those structures and the issues faced by the parties to a charter school financing in two sessions. The first session will be a general overview of charter school financings, while the second session will focus on risk factors associated with charter school financings.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

This panel will first update attendees on matters of interest rate swaps and current developments and issues. This includes primarily when interest rate swaps are utilized to hedge variable rate indebtedness to a synthetic fixed rate. We will discuss issues being commonly focused upon in the negotiation of standard ISDA swap documentation and potential solutions in the market. This includes termination events, events of default, and other provisions. In addition, the panel will discuss the implementation of workout stay protocols for interest rate swaps and other derivatives provided by both domestic and non-US swap providers.

The panel will then update attendees as to the status of the impending LIBOR phase out in 2021 and industry initiatives to address this issue. This includes the developments among industry groups for various forms of documentary solutions and language regarding events triggering the need for a fallback rate and potential fallback language itself.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

Public Private Partnerships - What You Need to Know (B): P3 - From Consideration, to Structuring, to Closing - Intermediate Session

The use of public-private partnerships (“P3”) as a tool to meet the public sector’s needs to improve and rehabilitate the Nation’s public infrastructure continues to be a growing trend in the United States. It is imperative that the practitioner have a good grasp of the legal, financial, operational, and political issues relating to a proposed P3 project a number of which have included the issuance of tax exempt or taxable debt. The panels will provide valuable information and insights regarding these areas for those with experience at any level.

This panel will focus on intermediate concepts related to various types of P3 structures and provide a more indepth discussion of the P3 transaction processes and related issues. Likely topics include: advanced discussion of procurement issues, value for money analyses, due diligence and allocation of project risks, authorizing statutes, tax issues, and other structuring issues.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

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 tax gross-up provisions. Bank qualification discussion will focus on issues relating to refundings and deemed designations, timing of designations, impact of premium, and aggregation rules. While both topics will be covered in all sessions, the first two sessions will focus more on bank direct purchase issues, and the third session will focus more on bank qualification. See also the Bank Direct Purchases - General Considerations panel for related (non-tax) information.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

The Commissioner's Side: IRS Examinations, Voluntary Compliance Programs and Outreach

This panel with focus on: (1) current topics relating to IRS examinations of tax-exempt bonds and other taxadvantaged 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. The panel will meet two times, and both sessions will include IRS panelists.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

Understanding the Role of Municipal Advisors (A) Introductory Session - The Role of the Municipal Advisor: Regulatory Framework

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 that regulatory framework for municipal advisors. Primary focus will be on the SEC’s final rules on the registration of municipal advisors including the related FAQs and MSRB rules. In addition, we will touch on other MSRB and SEC guidance that helps explain the duties and obligations of municipal advisors and their interaction with bond attorneys and other transaction participants in both competitive bid and negotiated sales.
Track
Panel Session 4
Time
9:30 AM - 10:45 AM
9/12/2019 9:30 AM

Panel Session 5

 
This panel will cover bank direct purchases and other commercial bank products. This session will discuss the 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 discuss developments in the bank direct purchase market arising from amendments to Rule 15c2-12, examine issues relating to EMMA postings and redactions (and examine redaction protocols, including a comparison to redactions under G-34), and discuss products such as Cinderella bonds and forward purchase agreements as alternatives to tax-exempt advance refundings. 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
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

Ethics: (A) Diversity and Implicit Bias (101): An Introduction to Implicit Bias, Its Effects on the Practice of Law, Including Costs and Practical Solutions for Taking Control

It has been studied and proven that we all have biases that unintentionally affect every aspect of our dealings with others. This panel, now split between an introductory panel and an advanced panel, will give practitioners an insight into biases that they may not even know that they have. This introductory panel will demonstrate such biases, discuss the hidden financial disincentives of such biases, and, through “transformative learning,” provide strategies for how to take control, to the benefit of your practice, your professional relationships and your organization. The ABA Model Rule 8.4(g) regarding anti-discrimination will be reviewed as well as the National Association of Bond Lawyers’ Diversity Initiative.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

This panel will examine non-tax issues for financings of 501(c)(3) health care providers, including issues surrounding mergers and acquisitions, issues surrounding financially troubled credits, disclosure issues, issues related to health care reform, and alternative financing structures. The panel will focus on these issues by discussing a list of current hot topics in health care finance.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

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, securities liability for post-issuance disclosure, disclosure of risk factors, and a review of the past year's municipal securities litigation and enforcement activity.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

This panel will first update attendees on matters of interest rate swaps and current developments and issues. This includes primarily when interest rate swaps are utilized to hedge variable rate indebtedness to a synthetic fixed rate. We will discuss issues being commonly focused upon in the negotiation of standard ISDA swap documentation and potential solutions in the market. This includes termination events, events of default, and other provisions. In addition, the panel will discuss the implementation of workout stay protocols for interest rate swaps and other derivatives provided by both domestic and non-US swap providers.

The panel will then update attendees as to the status of the impending LIBOR phase out in 2021 and industry initiatives to address this issue. This includes the developments among industry groups for various forms of documentary solutions and language regarding events triggering the need for a fallback rate and potential fallback language itself.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

The advanced session will address current issues, such as the challenges of resyndicating projects, dealing with program investment limitations, and volume cap shortages, and it will take audience questions. The advanced panel is intended for seasoned housing practitioners.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

This panel will discuss current federal tax issues, including any recently released rulings, regulations, and/or other guidance. 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 Alerts prior to The Workshop in an effort to avoid duplication of discussion topics and allow more in-depth discussion of all topics.
Track
Panel Session 5
Time
11:00 AM - 12:15 PM
9/12/2019 11:00 AM

Panel Session 6

 
Has the way we communicate with others during a transaction kept up with the risks inherent in technology? This panel will take an in-depth look at the ethical issues surrounding the practice in municipal finance transactions and the application of ethics rules to selected topics, with an emphasis on communications between deal team participants. What efforts should we undertake to preserve client confidentiality and protect clients from threats before, at, and after closing?
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

This panel will discuss the recent and planned GASB Statements related to what used to be called “operating leases,” now considered “financings,” the expanded definition of “debt,” the proposed definition of “conduit debt,” public private partnerships, and the identification of troubled “going concern” notes in a government’s financial statements. GASB is also considering action related to the reporting of the replacement of the London Interbank Offered Rate (LIBOR) index with the Secured Overnight Financing Rates (SOFR) index.
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

This panel will examine non-tax issues for financings of 501(c)(3) health care providers, including issues surrounding mergers and acquisitions, issues surrounding financially troubled credits, disclosure issues, issues related to health care reform, and alternative financing structures. The panel will focus on these issues by discussing a list of current hot topics in health care finance.
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

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, securities liability for post-issuance disclosure, disclosure of risk factors, and a review of the past year's municipal securities litigation and enforcement activity.
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

SEC Enforcement - Practical Pointers on Disclosure and Compliance Programs and Interfacing with the SEC Staff in the Current Regulatory Environment

Everyday Disclosures and Control Person Liability.
This topic will bring awareness about the importance of disclosures beyond offering materials and the annual continuing disclosure requirements. We will discuss the significance of representations made on city websites, in public speeches, and in statements made during public meetings. We will also explain the purpose and reach of control person liability in this context.

Real Time Disclosure Decisions.
Through this topic, we will discuss and debate the challenges of making realtime disclosure decisions - particularly when the salient issues fall outside of those disclosures required by 15c2- 12. This will include hypotheticals such as: previously Panel Session Summaries unknown accounting and audit issues, litigation surprises, or differing legal opinions in the age of The Port Authority action.

Enforcement is not Litigation/Cooperation is Meaningful.
This topic will provide a general overview of an SEC investigation and how it differs from a litigation. The discussion will focus on the value of cooperation with the staff and consider the advantages of self-reporting. This topic will also include a discussion about the value of undertaking disclosure and compliance improvements even when under investigation.

The Adequacy of Compliance Measures and Training.
This topic will discuss the elements of a robust compliance program including training.
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

This panel will address tax issues that arise in a typical qualified 501(c)(3) bond issue, including: private business use arising from unrelated trade or business activities; the specific and less heralded 501(c)(3) bond requirements (including the ownership test, the limit on financing residential rental property, and what’s left of the $150 million nonhospital bond limitation); issues relating to changes in borrower tax status and remedial actions; a brief discussion of 501(c)(3) counsel opinion standards; some lingering issues involving the final regulations on the TEFRA notice, hearing, and approval requirements, and any current developments. Please note: our discussion of management contracts, Rev. Proc. 2017-13, and qualified equity will be very limited. If you want to learn more about these topics, please attend the “Private Activity Bond Tests” sessions. In addition, please attend the session called “Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation” for a more comprehensive discussion of the 501(c)(3) counsel opinion standards.
Track
Panel Session 6
Time
2:45 PM - 4:00 PM
9/12/2019 2:45 PM

Panel Session 7

 
Arbitrage and Rebate: Can I Earn It, Can I Keep It? (B) Beyond the Basics: Application of Arbritrage and Rebate in Real Life Situations

The second arbitrage and rebate session of the conference will address intermediate and advanced hypothetical situations designed to generate discussion of questions faced by practitioners in the current legal and financial environment. 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
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

Ethics: (B) Diversity and Implicit Bias (202): Advanced Concepts of Diversity & Implicit Bias, A Town Hall Forum

This Town Hall style panel is a companion to “Ethics: Diversity & Implicit Bias (101)” and will provide a safe and honest space for further exploration of the topics discussed and raised in “Ethics: Diversity & Implicit Bias (101).” During this panel, participants will, through directed conversation, study more advanced topics in diversity and implicit bias and be given the opportunity to ask questions of the panelists and perhaps each other.
Track
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

Has the way we communicate with others during a transaction kept up with the risks inherent in technology? This panel will take an in-depth look at the ethical issues surrounding the practice in municipal finance transactions and the application of ethics rules to selected topics, with an emphasis on communications between deal team participants. What efforts should we undertake to preserve client confidentiality and protect clients from threats before, at, and after closing?
Track
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

This panel, in recognition of the significant expansion in charter schools, will explore the issues associated with the financing of charter schools, including marketing of charter school debt. Because charter schools are creatures of state law, their corporate status, the security that can be offered for a financing and the limits on the terms of charters necessarily will vary. In turn, those variations will directly affect the available financing structures. The panel will discuss those structures and the issues faced by the parties to a charter school financing in two sessions. The first session will be a general overview of charter school financings, which the second session will focus on risk factors associated with charter school financings.
Track
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

This panel will discuss the recent and planned GASB Statements related to what used to be called “operating leases,” now considered “financings,” the expanded definition of “debt,” the proposed definition of “conduit debt,” public private partnerships, and the identification of troubled “going concern” notes in a government’s financial statements. GASB is also considering action related to the reporting of the replacement of the London Interbank Offered Rate (LIBOR) index with the Secured Overnight Financing Rates (SOFR) index.
Track
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

This session will focus on common issues arising in connection with the negotiation of tax-exempt leasepurchase and installment purchase agreements on standard bank- or leasing subsidiary-prepared forms. Topics will include a discussion of the differences in terminology between leasing and bond transactions, expectations of financing sources relating to certain standard provisions (such as interest rate gross-ups, default rates, late payment penalties and the like), approaches to negotiating commonly problematic provisions (such as indemnification), applicability of and approach to compliance with UCC Article 9 and opinion letter issues. Time permitting, a basic overview of lease structures involving COPs and lease revenue bonds will also be provided. This session is intended to provide practical input to experienced bond counsel who have infrequent exposure to tax-exempt leases.
Track
Panel Session 7
Time
4:15 PM - 5:30 PM
9/12/2019 4:15 PM

Panel Session 8

 
This panel will provide the opportunity to participate in a discussion of Opportunity Zones. The new tax law, known as the Tax Cuts and Jobs Act, allows states, the District of Columbia, U.S. possessions, and Puerto Rico to designate Qualified Opportunity Zones to encourage new capital investment in low income census tracts by allowing a taxpayer to defer eligible gain by investing in a Qualified Opportunity Zone. Each Qualified Opportunity Zone exists until the December 31 on or after the 10th anniversary of its designation. The Qualified Opportunity Zone tax incentives are designed to encourage investors to redirect gain from prior investments into investments in Qualified Opportunity Zones.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

Public Private Partnerships - What You Need to Know (C): P3 Hot Topics and Case Studies of P3 Projects

The use of public-private partnerships (“P3”) as a tool to meet the public sector’s needs to improve and rehabilitate the Nation’s public infrastructure continues to be a growing trend in the United States. It is imperative that the practitioner have a good grasp of the legal, financial, operational, and political issues relating to a proposed P3 project a number of which have included the issuance of tax exempt or taxable debt. The panels will provide valuable information and insights regarding these areas for those with experience at any level.

This panel will discuss the latest hot topics relating to P3 transactions, including regulatory and legislative actions of note, current trends in P3 structuring, as well as emerging types of P3 projects in the market. This panel also will present representative examples of actual public private partnership projects and analyze each project’s legal, operational, and financial structures. It will discuss each project’s outcome with respect to the above three areas and highlight certain characteristics and provisions of each project with the goal of determining what the practitioner can learn in order to avoid pitfalls and achieve the best results. The panel will engage attendees in a lively discussion that will prove enlightening for all.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

This session will focus on advanced topics in the area of tax-exempt lease-purchase and installment purchase financing. Topics will include securities law issues unique to leasing (such as treatment of whole leases and certificates of participation as loans or securities and the effects of the recent amendments to Rule 15c2-12 on lease documentation), the approach of rating agencies to the rating of obligations subject to appropriation and the effect of non-appropriations on ratings, risks in financing real property improvements and the value of fixture filings under UCC Article 9, recent case law, and other market developments.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

This panel will address tax issues that arise in a typical qualified 501(c)(3) bond issue, including: private business use arising from unrelated trade or business activities; the specific and less heralded 501(c)(3) bond requirements (including the ownership test, the limit on financing residential rental property, and what’s left of the $150 million nonhospital bond limitation); issues relating to changes in borrower tax status and remedial actions; a brief discussion of 501(c)(3) counsel opinion standards; some lingering issues involving the final regulations on the TEFRA notice, hearing, and approval requirements, and any current developments. Please note: our discussion of management contracts, Rev. Proc. 2017-13, and qualified equity will be very limited. If you want to learn more about these topics, please attend the “Private Activity Bond Tests” sessions. In addition, please attend the session called “Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation” for a more comprehensive discussion of the 501(c)(3) counsel opinion standards.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

This panel will explore the role of issuer’s counsel in a bond issue. Given all the risks involved in a bond issue, the issuer’s counsel constitutes the issuer’s first line of defense and most loyal advocate. What approach should issuer’s counsel take in a bond issue? 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? The panel will use a series of hypotheticals to raise and discuss these issues, and members of the audience will be encouraged to actively participate in the discussions.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

This panel will focus on the concerns of bond trustees and trustee counsel in governmental and conduit financings. This year the panel will focus on defaults and workouts. Topics will include: drafting bond documents to avoid problems when a default occurs, advising the trustee as a default threatens, representing the trustee in a workout, when and how to obtain a court trust instruction order, and other current topics and developments of concern to bond trustees, trustee counsel, and other counsel.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

This panel will give an overview of how underwriters do their job in making a primary offering of bonds to the public by an issuer via a negotiated sale. In this session, the panel will be composed of an underwriter, a municipal advisor, and a representative of an institutional investor, who will give their different perspectives of this process. Topics to be discussed include: how a bond issue is sized and structured, developing a timeline for the marketing and sale of bonds, forming a syndicate and developing a strategy for marketing and selling the bonds, conducting due diligence, meeting with market participants, pricing, and closing.
Track
Panel Session 8
Time
8:45 AM - 10:00 AM
9/13/2019 8:45 AM

Panel Session 9

 
Ethics: Risk - The Game of Reduction of Professional Exposure, Loss Prevention and Bond Counsel Liability

This panel will include: practitioners, law firm general counsels, and malpractice insurance representatives, who will discuss the 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. Legal malpractice carrier personnel will offer unique perspectives on liability scenarios for practitioners. Current discussion topics will include client confidentiality in the digital age under Model Rule 1.6.
Track
Panel Session 9
Time
10:15 AM - 11:30 AM
9/13/2019 10:15 AM

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, securities liability for post-issuance disclosure, disclosure of risk factors, and a review of the past year's municipal securities litigation and enforcement activity.
Track
Panel Session 9
Time
10:15 AM - 11:30 AM
9/13/2019 10:15 AM

This panel covers issues from a securities and tax perspective incident to the months and years following the closing of a financing. From the securities perspective, through the use of hypotheticals and interactive audience participation, the panel will examine what constitutes “financial information or operating data… of the type included in the final official statement,” the impact of continuing disclosure compliance on the content of primary offering disclosure, increasing opinion requirements for disclosure counsel, and underwriters’ counsel concerning the sufficiency of the continuing disclosure undertaking agreement. The panel will also examine and flesh-out the new amendments to Rule 15c2-12 that went into effect in February 2019 and practical issues incident to compliance in the future. From the tax perspective, we will address change-in-use rules - particularly remedial actions in light of Revenue Procedure 2018-26 - and many practical post-issuance compliance issues relating to recordkeeping, tracking use of proceeds, tax compliance policies, supplemental reporting, and similar post-issuance concerns.
Track
Panel Session 9
Time
9/13/2019 10:15 AM - 11/30/2019 11:30 AM
9/13/2019 10:15 AM

Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation - (B) Advanced Session

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. One panel will be conducted at the basic level and one will be conducted at the advanced level.
Track
Panel Session 9
Time
10:15 AM - 11:30 AM
9/13/2019 10:15 AM

This session will discuss and analyze a variety of refunding and reissuance tax issues through a discussion of hypotheticals. All three sessions will be interactive and focus on recent developments. The intermediate sessions are designed to appeal to attendees with a working knowledge of such applicable federal tax rules.
Track
Panel Session 9
Time
10:15 AM - 11:30 AM
9/13/2019 10:15 AM

Understanding the Role of Municipal Advisors Advanced Session (B) - The Role of the Municipal Advisor: Case Studies and Practical Problems

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. The advanced panel will discuss certain examinations and cases, including ways in which the fiduciary duty of a municipal advisor interacts with the fiduciary duty of bond attorneys. Areas to be explored will include: analyzing practical problems, such as deal timing issues, issue responsibilities, rating agency and investor presentations, preliminary and final official statements, continuing disclosure, and tax issues.
Track
Panel Session 9
Time
10:15 AM - 11:30 AM
9/13/2019 10:15 AM