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Abstract: 

There is a problem within the culture of municipal disclosure in that many so-called legal positions that are taken in the marketplace are less than legal. Instead of concrete first principles legal analysis, there are myths. Some of these include, “Issuers cannot talk to investors;” “Issuers cannot discuss anything that is forward looking;” “I cannot discuss anything that isn’t within the four corners of the official statement;” and “An underwriter’s counsel provides additional due diligence for investors.” This roundtable discusses these and many other misconceptions in municipal disclosure, and what can and should be done about them. This article is based on a roundtable by the same title delivered at the 36th Annual Conference of the National Federation of Municipal Analysts held in Charleston, South Carolina, May 7–10, 2019. Scott Andreson is NFMA chair and director of fixed income at American Family Insurance. Daniel Deaton is a partner at Nixon Peabody. Steve Heaney is currently retired and was the co-head of the municipal securities group at Stifel. Brad Gewehr is senior vice president at Bank of America Merrill Lynch. Peg Henry is deputy general counsel at Stifel. The conference proceedings are being published in a special double issue of Municipal Finance Journal, as Volume 40, Number 4 and Volume 41, Number 1.

Keywords: Municipal disclosure, issuer responsibility, federal securities law, SEC Rule 10b-5, Aaron v. SEC

Affiliations:  1: American Family Insurance; 2: Nixon Peabody; 3: Stifel (Retired); 4: Bank of America Merrill Lynch; 5: Stifel.