Municipal Issuance, Underwriting, and Continuing Disclosures
The municipal securities markets are under scrutiny by regulators. Oyster is ready to review your municipal underwriting process so you can stay compliant with this Rule and mitigate risk.
SEC/MSRB Rule 15c2-12 requires that issuers and underwriters of municipal securities provide continuing disclosure to the marketplace in several forms. The Municipal Continuing Disclosure Cooperation Initiative (“MCDC”) requires disclosure of audited financials annually on a timely basis as well as disclosure of material events within 10 business days of the event. In addition, issuers and underwriters are required to describe their previous compliance with the rule in Preliminary and Final Official Statements.
For broker-dealers and issuers that enter into a settlement under the MCDC Initiative, the settlement to be recommended by the Enforcement Division will have certain requirements including:
- Establishing appropriate policies and procedures and training regarding continuing disclosure obligations within 180 days of the institution of the proceedings;
- Complying with existing continuing disclosure undertakings, including updating past delinquent filings within 180 days of the institution of the proceedings;
- Cooperating with any subsequent investigation by the Enforcement Division regarding the false statement(s), including the roles of individuals and/or other parties involved;
- Disclosing in a clear and conspicuous fashion the settlement terms in any final official statement for an offering by the issuer within five years of the date of institution of the proceedings;
- Providing SEC staff with a compliance certification regarding the applicable undertakings by the issuer on the one year anniversary of the date of institution of the proceedings.
The Oyster Difference
Oyster Consulting can help you manage and understand your risk under the MCDC Initiative. We stand ready to audit your current approach to complying with the requirement to provide continuing disclosure on municipal issues. Our review includes examining your policies and procedures, and a review of MCDC compliance in Official Statements, annual financial, material and voluntary event disclosures. Our review can also include the creation of detailed Policies & Procedures to help manage compliance with Rule 15c2-12 in the future. Oyster has served as independent consultant on numerous regulatory settlements, and we can assist those firms that enter into settlements with the SEC.