MSRB Seeks Comment On Rule Changes For Primary Offerings

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Cadwalader, Wickersham & Taft LLP

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Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
The MSRB requested public comment on draft amendments to MSRB Rule G-11 on primary offering practices, and MSRB Rule G-32 on disclosures relating to primary offerings.
United States Corporate/Commercial Law
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The MSRB requested public comment on draft amendments to MSRB Rule G-11 on primary offering practices, and MSRB Rule G-32 on disclosures relating to primary offerings.

With respect to Rule G-11, the MSRB is seeking comment on whether to, among other things: (i) "standardize the process for issuing a free-to-trade wire" to ensure that all syndicate members received this information at the same time and (ii) "require senior syndicate managers to provide specified information to issuers" regarding designations and allocations of securities in an offering.

Concerning Rule G-32, the MSRB is seeking input on whether existing primary offering disclosure practices appropriately serve the municipal securities market. In particular, the MSRB is seeking comment on whether to, among other things: (i) require underwriters to disclose CUSIP numbers refunded and the percentages thereof in order to ensure all market participants have access to this data at the same time, (ii) mandate that any of the fields currently submitted to the New Issue Information Dissemination Service be included on Form G-32 and (iii) have underwriters input the following additional information on Form G-32:

  • the ability for a minimum denomination to change;
  • additional syndicate managers;
  • full call schedule;
  • legal entity identifiers for credit enhancers and obligated person(s);
  • name of an obligated person(s);
  • percentage of CUSIP numbers refunded;
  • retail order period by CUSIP number; and
  • name of municipal advisor.

Comments must be received by September 17, 2018.

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MSRB Seeks Comment On Rule Changes For Primary Offerings

United States Corporate/Commercial Law

Contributor

Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
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