The $3.7 trillion municipal bond market, the lifeblood of state and local infrastructure projects, is attracting the growing scrutiny of federal regulators. Local governments, financial and trading intermediaries, municipal advisers, and broker-dealers face increased demands for accountability and disclosure—and swift sanctions for noncompliance.
We help municipal market participants navigate a rapidly evolving regulatory, investigative, and enforcement environment, enabling them to anticipate and address compliance issues and respond effectively to investigations when necessary. As recent enforcement cases show, the Securities and Exchange Commission (SEC) and its Municipal Securities and Public Pensions Unit has focused on the following areas: offering and disclosure fraud, tax and arbitrage-driven fraud, pay-to-play and public corruption violations, public pension accounting and disclosure violations, and valuation and pricing fraud.
Our attorneys provide representation in proceedings involving the SEC, the Municipal Securities Rulemaking Board (MSRB), the U.S. Department of Justice (DOJ), the Financial Services Regulatory Authority (FINRA), and state securities commissions. Clients count on us to assist in a diverse range of circumstances, including:
- Responding to investigations and enforcement actions by market regulators
- Defending against litigation stemming from municipal securities issuance, including alleged securities law violations
- Strengthening public pension accounting and disclosure policies
- Establishing effective disclosure compliance policies and procedures
- Commenting on proposed regulation changes
Our team combines the strength of one of the country’s premier public finance practices with skilled attorneys in our securities, securities litigation, and white collar defense/internal investigations practices. Since 1987, our public finance attorneys have participated in the issuance of more than $250 billion of tax-exempt obligations in all states, the District of Columbia, and American territories.
Our longstanding relationships with municipal governments and authorities, investment banks, financial advisers, banking institutions, and investors give our attorneys a thorough understanding of the market. We are familiar with federal, state, and local laws concerning the issuance of municipal securities, and we can advise clients on municipal securities compliance and enforcement and regulatory challenges.
With a significant national presence, our Securities Group advises issuers, borrowers, investment banking firms, and lenders in a broad range of public offerings, private placements, and direct purchases of municipal securities. Several attorneys in the group previously served as SEC staff members and include the former Assistant Director of the SEC’s Division of Corporate Finance. This experience enables us to guide clients through the regulatory requirements and exemptions of federal and state securities laws.
Our litigators, who include former federal prosecutors, have extensive experience representing clients in both civil and criminal cases related to the municipal securities market. Our litigators regularly guide our clients through the government enforcement process, representing clients through the investigative stage, conducting internal investigations when appropriate, and negotiating with the government for resolution of the government’s investigation. When a favorable resolution is not possible during the investigative stage, our litigators have substantial experience representing clients before state and federal courts and in regulatory proceedings.
Examples of our representative experience in the municipal securities market include:
- Representing a major health system in an SEC investigation relating to the sufficiency of disclosures to bondholders. After receiving a Wells Notice indicating the SEC Staff’s intention of recommending litigation against our client, our lawyers responded. This resulted in the SEC's termination of its lengthy investigation without pursuing litigation.
- Defending a former executive of a financial services firm against criminal charges alleging bid-rigging on municipal bond investments
- Representing municipal issuers in special investigations and parties in regulatory and enforcement proceedings before the SEC, state securities commissions, and securities industry self-regulatory organizations
- Advising obligated parties and underwriters in effective strategies to manage compliance with continuing disclosure undertakings, including the establishment of primary and secondary market disclosure policies and procedures and the use of technology to reduce cost of compliance
- Advising municipalities on revisions to their pension fund disclosure practices to comply with recommended best practices established by a recent industry task force
- Establishing templates to assist clients in drafting new pension fund disclosure
- Advising and educating clients on new regulations and enforcement actions
- Drafting comment letters on behalf of clients to regulatory bodies in response to the promulgation of proposed regulations affecting the municipal market
M. Norman Goldberger
John C. Grugan
Teri M. Guarnaccia