An attorney or firm of attorneys engaged to assist with understanding and satisfying disclosure responsibilities of an Issuer, both in connection with primary offerings of Bonds and in determining whether (and if so, how) to provide secondary market disclosure.

In some transactions, the Issuer engages Disclosure Counsel or special securities counsel to assist it in understanding and satisfying its disclosure responsibilities under federal securities laws, both in connection with primary offerings of Bonds and secondary market disclosure.  As Issuers respond to the increasing demands of the marketplace and to regulatory pressure for continuing disclosure, the role of such Disclosure Counsel or special securities counsel continues to expand.  Accordingly, in connection with a primary offering, Disclosure Counsel would generally perform some of the tasks set out below as the responsibility of Underwriter’s Counsel, and Disclosure Counsel may serve as the primary coordinator of the Offering Document on behalf of the Issuer.  Also, if the Issuer determines that it will provide secondary market information, Disclosure Counsel or special securities counsel may draft the Continuing Disclosure Undertaking or Agreement and assist with implementing a compliance program or reviewing such a system if one exists as a means of complying with the Issuer’s commitment to providing continuing disclosure. 

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Continuing Disclosure Undertaking or Agreement (CDA)

Obligation, or “undertaking,” of the Issuer or an obligated person under SEC Rule 15c2-12, typically in the form of a contract or certificate.

SEC Rule 15c2-12

Rule promulgated under the 1934 Exchange Act and adopted by the SEC in 1989 to establish standards for the procurement and dissemination of disclosure documents by underwriters as a means of enhancing the accuracy and timeliness of disclosure to municipal securities investors.