Fixed Income Legal & Compliance Roundtable

October 24, 2018

The Four Seasons Hotel, Washington, DC

Recap

Featured Discussion Leader: Joey Frebes, Senior Vice President, Director Municipal Securities and Debt Capital Markets Compliance, KeyBanc Capital Markets Inc.

Retail Confirmation Rule

  • BDA staff provided an update of where things stand on the rule
  • Update for members on our communications with regulators
  • Discussion of continuing vendor issues
  • Members compared notes on their experiences with the new rule implementation

SEC Fiduciary Duty

  • BDA staff and outside counsel, Nixon Peabody, provided an update on the status of the rule
  • BDA decided to form a working group and host a call in the coming weeks to lay out a further strategy for the SEC request for comment

SEC Proposed Amendments to 15c2-12

  • BDA staff discussed a recent meeting with the SEC's Office of Municipal Securities in which timing and possible outcomes of the amendments may be
  • Outside counsel, Nixon Peabody, discussed possible timing of release and if there will be additional comment periods
  • BDA will continue to follow up with OMS to get further information

Conflicts of Interest-Approvals and Disclosures/G-17

  • Members discussed different methods of ensuring no conflicts of interest arise in situations of sponsorship of charitable events
  • Also discussed were possible changes to disclosures such as G-17 and the recent request for comment from the MSRB

FinCen Rule-Beneficial Ownership in Public Finance

  • BDA staff discussed the survey conducted on the recently implemented FinCen rule
  • Opinions on what is required dealing with conduit financing still are varied
  • The BDA will continue to monitor Capitol Hill as Beneficial Ownership hearings are slated to occur

VRDO Remarketing Whistleblower Suit

  • Members discussed the justifications behind the lawsuits and what expected outcomes will be
  • The BDA and outside counsel, Nixon Peabody will continue to monitor the suit as it progresses

After discussion on the listed topics, we were joined by senior staff from FINRA, MSRB and the SEC, who presented an overview of their current priority issues including the following:

FINRA- We were joined by Stephanie Dumont, Senior Vice President and Director of Capital Markets Policy and Alex Ellenberg, Associate General Counsel

  • They encouraged Members to participate in a webinar next week (Thursday, June 14, 2018, from 4 p.m. – 5 p.m. ET) where FINRA will preview their new TRACE Markup/Markdown Analysis Report and demonstrate its features.
  • The report displays a firm's markup and markdown behavior compared to the industry and provides the underlying details used to calculate the markup or markdown. FINRA is introducing their  new TRACE Markup/Markdown Analysis Report on the Report Center this summer.
  • To register for the webinar, please click here.

MSRB- We were joined by Michael Post, General Counsel and Lanny Schwartz, Chief Regulatory Officer

  • MSRB thanked BDA for their engagement and comments.
  • They want to be a resource to firms in the way of issuing guidance, holding compliance events, and building out their continuing education platform, MuniEdPro.
  • Discussed the upcoming released of final G-42 FAQ's, pending guidance for implementing advertising rules (G-21 and G-40) and their request for comments relating to rules governing discretionary accounts (G-36).

SEC Office of Municipal Securities- We were joined by Rebecca Olsen, Acting Director, Office of Municipal Securities and Ahmed Abonamah, Senior Counsel, Office of Municipal Securities

  • They provided a regulatory update including how they are focusing on proposed amendments to Rule 15c2-12
  • Discussed upcoming activities of the SEC’s Fixed Income Market Structure Advisory Committee (FIMSAC)
  • This included a pilot program for all TRACE-eligible corporate bonds that would raise the dissemination caps for investment-grade bond trades to $10 million from $5 million and to $5 million for high-yield bond trades, which has a $1-million threshold. 

Networking Dinner Sponsored by Nixon Peabody: After the roundtable, participants were able to continue networking over drinks and dinner at Bibiana Osteria in downtown Washington, DC.

BDA holds two Legal & Compliance Roundtables each year - one in the summer, and the second tied to our National Fixed Income Conference in the fall (details here.) We encourage you to attend these events, share your experiences and learn from other peer firms. These roundtables are a great opportunity to speak face-to-face with your regulators as well.  Contact Brett Bolton at (202) 204-7902 or via email at bbolton@bdamerica.org.