Pursuant to Rule G-17, as of August 2, 2012, an underwriter’s duty to deal fairly with an issuer of municipal securities requires the underwriter to make certain disclosures to the issuer to clarify its role in an issuance of municipal securities in a negotiated underwriting and its actual or potential material conflicts of interest with respect to such issuance. Additional disclosures to the issuer are required when an underwriter recommends a complex municipal financing.
SIFMA has prepared Model Disclosure Documents and related guidance to help municipal securities underwriters comply with this new regulatory requirement.
SIFMA has prepared Model Disclosure Documents and related guidance to help municipal securities underwriters comply with the new regulatory requirements created under MSRB Rule G-17.
SIFMA’s G-17 Model Disclosure Documents are designed to be a starting point to aid broker dealers make the disclosures concerning the underwriter’s role, compensation, and conflicts, as well as describing the material financial characteristic and risks of certain complex financings commonly recommended by underwriters. SIFMA encourages underwriters to expand or modify these documents as necessary to reflect the specifics of particular transactions. Underwriters should also develop additional disclosures for other types of complex municipal financings, unique financings, or other unique financial characteristics and risks not included in SIFMA’s Model Disclosures, for transaction structures that the underwriter often recommends.
SIFMA recommends that underwriters update their internal processes and continue to educate their public finance department and issuer clients about this new regulatory requirement.