Public Finance

Disclosure Counsel

Maintaining your good reputation with institutional investors is becoming more challenging since the passage of the Dodd-Frank Act. Both the SEC and the Municipal Securities Rulemaking Board have stepped up their scrutiny of disclosures by issuers of municipal securities. Our team is well versed in the ever-changing regulatory environment as well as in helping public entities create disclosed official statements or offering memorandum. We understand the importance of working with all parties involved to identify issues that could otherwise derail an offering if not caught and corrected.

We also understand the importance of your perception in the marketplace and the importance of having an innovative investor disclosure process. Establishing a prescribed schedule for updates, regardless of the timing of transactions, helps to streamline internal operations, thus making the process more efficient. Our experience representing institutional investors on the “buy-side” helps us to strengthen your reputation in the municipal securities marketplace as a public entity who actively engages in voluntary disclosures. 

Quick Facts

  • 30+ years of experience working on disclosure counsel services and financings
  • Team of 20 attorneys focused full-time on public finance transactions
  • Help make the disclosure process efficient by ensuring that key people in various departments and agencies work together on disclosure
  • Understand the role that EMMA can play to improve disclosure practices for our clients
  • Practice ranked #10 nationally, #2 in the Northeast, and #1 in Massachusetts in disclosure counsel volume for 2011 by Bond Buyer
  • Over $2 billion in disclosure counsel transactions in 2011

Areas of Focus

  • Assist clients in preparation and review of presentations to rating agencies and investors
  • Assist in creating transparency between what is disclosed to the ratings agencies and particular investors
  • Develop disclosure policies describing the regulatory framework under federal securities laws
  • Disclosure filings under Rule 15c2-12
  • Disclosure of pension obligations in accordance with GASB requirements
  • Identify any voluntary disclosures and set forth a schedule with a description of how filings will be made with EMMA and websites
  • Implementing state-of-the-art disclosure practices
  • Preparation of 10b-5 certificates and letter
  • Prepare, review, and maintain drafts of official statements, information statements, and supplements
  • Review all documentation provided by the issuer, bond counsel, and underwriter
  • Work with public entity’s team, across all departments and agencies, on all matters related to the public offering

Rankings & Recognition

  • Bond Buyer: practice ranked #10 nationally, #2 in the Northeast, and #1 in Massachusetts
  • Disclosure counsel attorneys have been recognized by Best Lawyers and Super Lawyers in Massachusetts and New York

Representative Experience

  • Streamlined the content of a client’s Information Statement by eliminating redundancies and making the document more user-friendly and understandable to average investors by writing it in plain English.
  • Revamped a client’s pension disclosure and created a new section to describe pension funding, investment returns, and asset allocation policies.

Representative Clients

  • Commonwealth of Massachusetts