The amended MSRB proposal to update an interpretive notice on the conduct of municipal securities underwriting and municipal advisory activities was published in the Federal Register.
The MSRB previously proposed to update the 2012 interpretive guidance to reduce (i) the disclosure burdens on underwriters and (ii) the burden on issuers to acknowledge and review disclosures of risks that are unlikely to materialize, are not unique to a particular transaction or underwriter where a syndicate is formed, or are otherwise duplicative. The MSRB recently amended the proposed changes to, among other things:
- make clear that an underwriter has a "fair dealing obligation" to provide applicable transaction-specific disclosures to an issuer;
- further supplement the 2012 Interpretative Notice to provide that disclosures "must not be inaccurate or misleading," and to clarify that the notice does not require underwriters to make false disclosures;
- make clear that the proposed rule change does not apply to a dealer acting as the primary distributor in a continuous offering of municipal fund securities; and
- clarify to whom disclosures must be delivered.
Comments on the amended proposal must be submitted by October 29, 2019.
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