Fixed Income Legal & Compliance Roundtable

October 23, 2019

Quarles & Brady LLP, 300 N LaSalle Dr., Chicago, IL


BDA Update on SEC Request on MA Private Placement Guidance 

Featured Discussion Leaders: Brett Bolton, Bond Dealers of America, Dan Deaton, Partner, Nixon Peabody

The Roundtable began with a discussion on the pending SEC request for comment in response to both the advisory firm PFM and NAMA requests for guidance on private placement activity.  The discussion leaders walked the group through prior BDA actions, as well possible next steps by the organization in response to the request and was followed by a legal analysis of the request.

Regulatory Discussion

Featured Discussion Leaders: Joey Frebes, KeyBanc Capital Markets Inc., Gwendolyn Taylor, Stern Brothers

Update on SEC 15c2-12 Amendments 

  • Members discussed amendments 15 and 16 and shared problems they are having with the new events;
  • Best practices and tips were discussed and future possible work with the GFOA on their documents.

G-21/G-40 Implementation/Interpretive Issues and Social Media Monitoring

  • The Group discussed ongoing issues with employee social media monitoring and the best ways to avoid compliance issues with personal accounts;
  • While firms are approaching the issues differently, it was uniform that consistent reviews and monitoring of social media by compliance are key for success.

G-17 Request for Comment

  • The recently drafted BDA comment letter was discussed throughly and the attendees agreed in the direction;
  • Members reiterated certain concerns with the rule, such as the additional required disclosure that a sole underwriter or syndicate manager would need to make to clients.

Regulation Best Interest

  • BDA staff led an overview on timing of implementation of the rule which goes into effect on June 20th 2020 and what news is streaming out of Washington, DC.
  • The group also discussed potential questions for the Friday panel that included representatives from the SEC, FINRA and MSRB.

Regulatory Exams and Findings and the Enforcement Direction at the SEC

  • The group discussed recent examinations by FINRA, and what they have been seeing this year;
  • The conversation also turned to what to expect next year at the MSRB due to major leadership turnover at the organization;
  • To finish the Roundtable, the group discussed what they feel the enforcement direction is at the SEC and the continued focus on municipal disclosure at the Commission.

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