Since the second edition was published in 1994, an extraordinary amount of regulatory and enforcement activity by the SEC, the MSRB, and the National Association of Securities Dealers (including the NASD's successor, the Financial Industry Regulatory Authority) has taken place in the municipal securities market. The SEC amended Rule 15c2-12, establishing a framework for disclosure covering primary offerings and continuing disclosure obligations created by contract. Numerous enforcement actions applying antifraud provisions to municipal market participants have produced a substantial body of case law specific to the municipal securities market.
The Third Edition analyzes the disclosure roles and responsibilities under the federal securities laws of all parties engaged in the municipal securities market, including issuers, underwriters, financial advisors, trustees, credit enhancers and their respective counsel. It explains the legal framework defining the responsibilities and potential liabilities of such persons, and what diligence and disclosure activities may be appropriate. The book is intended to assist lawyers in addressing two principal issues: (1) what role-specific responsibility counsel should assume for the content of disclosure and related opinions and (2) what advice counsel should provide to their clients regarding their responsibilities for disclosure.