Chicago, IL | April 4 – 5, 2024
The Institute 2024
Changes Coming this Year
The New Institute
This year, we will convene the nation’s most prominent bond attorneys for a conference built around discussion-based forums. Bond lawyers will share ideas, network, and learn from their colleagues across the country as they do every year. However, this year we are breaking from the traditional lecture-based model of prior Institutes and replacing it with topic-based discussion forums. These forums encourage active participation and involvement from all attendees and promote a sense of inclusivity and empowering individuals to voice their opinions, ask questions, and contribute to The Institute’s overall success.
Chatham House Rule
The Chatham House Rule will apply to The Institute 2024. Attendees are free to use the information received, but neither the identity nor the affiliation of the speaker(s), may be revealed. The purpose of the rule is to encourage open discussion since anything said is “off the record.”
Attendees will spend the majority of this in-person-only conference in smaller (no more than 50 attendees each) breakout forums led by moderators working to facilitate a dialogue among experienced peers rather than hosting a lecture to students. We will cover and solicit dialogue on both perennial topics for bond lawyers and emerging issues such as changing market structures in a high rate environment, ESG factors in the municipal market, key 2024 implementation dates for the Financial Data Transparency Act (FDTA), and much more.
This new Institute format will tap into the diverse backgrounds and perspectives of attendees leading to a broader range of ideas, innovative thinking, and fresh approaches to the forum topics. Discussion forums will also extend the learning experience beyond The Institute. Attendees can continue their conversations, exchange resources, and seek further clarification on topics of interest, allowing for ongoing learning and growth well after The Institute concludes.
Share ideas, network, and learn from your colleagues across the country.
What to Expect at The Institute
- Updates on perennial topics of concerns to bond lawyers and discussion on emerging trends and topics;
- Exposure to a wide range of perspectives, ideas, and experiences; encouraging attendees to think critically, challenge assumptions, and consider alternative viewpoints.
- The “Chatham House Rule” applies. Everything said at The Institute is “off the record”.
- Dialogue-based forums that promote a culture of open-mindedness, fostering a more inclusive and well-rounded learning environment;
- An exclusive NABL experience, fostering a sense of community, and facilitating meaningful connections and learning opportunities with your peers.
- The moderator of each forum will prepare a comprehensive substantive outline, for CLE approval and to delineate the topics to be discussed during the forum. This ensures clarity, fostering meaningful discussions in the forums.
Agenda
The Institute features first-rate CLE sessions featuring prominent moderators, innovative ideas, and actionable takeaways for seasoned (10+ years) professionals. This in-person-only event is a forum for candid discussions fostering a collegial experience, and will not be recorded. Register early to ensure your seat at the table, as Institute attendance is limited to 300 attendees.
7:00am
Conference Check-In Desk Opens
7:00am – 8:00am
Buffet Breakfast
7:00am – 8:00am
NABL Committee Meetings
Securities Law and Disclosure Committee: Gold Room
Tax Law Committee: Crystal Room
General Law and Practice Committee: State Room
Securities Law and Disclosure Committee: Gold Room
Tax Law Committee: Crystal Room
General Law and Practice Committee: State Room
Opening General Session
Join The Institute chairs for a welcome message followed by an engaging general session discussing how the rise of artificial intelligence will impact our market and law practice.
Conference Chair
John F. Stanley
Orrick, Herrington, and Sutcliffe LLP
San Francisco, CA
Conference Vice-Chair
Brian Garzione
Hawkins Delafield & Wood LLP
Washington, DC
9:15am – 9:45am
Break
9:45am – 11:00am
Discussion Forums
— BREAKOUT #1 TOPICS —
Tax Forum discussionDiscussion of current trends in Internal Revenue Service (IRS) Audits and Voluntary Closing Agreement Program (VCAP).
- Carol Lew, Stradling Yocca Carlson & Rauth
- Vanessa Lowry, Greenberg Traurig, LLP
Securities + Tax Forum discussion
Mix of tax, securities, and other considerations for direct purchases and private placements: Any remaining LIBOR substitution issues; Tax issues related to bank covenants, draw-down loans, and other products returning to the market in light of higher interest rates; Loan vs security— does nomenclature matter?
- Scott Lilienthal, Hogan Lovells
- Dillon Peters, Butler Snow
Securities Forum discussionGeneral ESG policies, disclosure, and a dive into anti-ESG and pro-ESG laws. The discussion will also consider labeled bonds (green, social, sustainability bonds/projects) and how these ESG adjacent topics intersect.
- Rick Weber, Norton Rose Fulbright
- Carol McCoog, Hawkins Delafield & Wood
Securities Forum discussionA throwback look at “The GFOA Disclosure Guidelines.” This discussion will look to create a lively interactive forum about voluntary (and legally mandatory) disclosure guidelines.
- Joseph (Jodie) Smith, Maynard Nexsen
- Christi Jacobson, Hillis Clark Martin & Peterson
Securities Forum discussionIs a Blue Sky memo always needed? What goes into that determination? Does the underwriting team read them? How are sales in problem jurisdictions handled? The Blue Sky Forum will look at these questions and others and invite a discussion to demystify the topic.
- Jennifer Roth, Tucker Ellis
- Chris Andreucci, Harris Beach
11:00am – 11:30am
Break
11:30am – 12:45pm
Discussion Forums
— BREAKOUT #2 TOPICS —
Tax Forum discussionNew structures and potential tax issues relating to affordable and 501c3 housing structure deals. A discussion on the impact of higher interest rates on these structures in particular.
- Ethan Ostrow, Norris George & Ostrow, PLLC
- Alison Benge, Pacifica Law Group
Tax Forum discussionDiscussion of elective pay tax credits, including an overview of elective pay mechanics; What role can bond lawyers play in these projects?; How issuers can plan projects when guidance is still pending?
- Matthias Edrich, Kutak Rock
- Peter Lam, Ballard Spahr
Securities + Tax Forum discussionDiscussion of topics related to issuer’s counsel roles:
Trends in issuer’s counsel opinions and role in transaction; Best practices for managing disclosure as issuer’s counsel; Issuer & issuer’s counsel role in managing post-issuance compliance, including for conduit transactions— tax, disclosure, etc.
- Keisha Palmer, Robinson & Cole
- Namita Shah, Day Pitney
Securities Forum discussionAn update on where things stand with SEC enforcement of limited offerings and how the market has reacted thereto. The discussion will also address steps underwriters and issuers can take to ensure that these transactions are properly documented and can withstand future SEC scrutiny.
- Andrew Kintzinger, Hunton Andrews Kurth
- Jeffery Qualkinbush, Barnes & Thornburg
Securities Forum discussion
While there is familiarity with the municipal securities (3(a)(2)) and 501c3 (3(a)(4)) registration exemptions under the 1933 Act, the intersection of 1934 Act regulations and the applicable exemptions are somewhat less known. The discussion will tackle this subject and the related conduit financing considerations. Topics may include separate security concerns and the possible application certain of the 1934 Act tender offer rules to 501c3 tender offers.
- Bill Burns, Gilmore & Bell
- Melissa Messina, Miles & Stockbridge
LuNcheon Ethics Session
This panel will explore mental health and substance misuse issues affecting practicing lawyers. It’s no secret that lawyer stress and depression levels and substance misuse have increased astronomically and continue to rise. During this presentation we will review the current statistics on these issues, how they may impact your practice, various approaches that law firms have taken to address these issues, and attempt to provide practical tips on managing stress. Topics of discussion will include examining the ABA Model Rules of Professional Conduct that may be impacted by these issues and practical tips on managing stress for the individual practitioner.
Panelists
- Diana Uchiyama, JD, PsyD, CAADC
Lawyers’ Assistance Program
Illinois State Bar - Christine P. Anderson
Attorney Registration & Disciplinary Commission of the Supreme Court of IL
2:30pm – 2:45pm
Break
2:45pm – 4:00pm
Discussion Forums
— BREAKOUT #3 TOPICS —
Tax Forum discussion
Discussion of tax issues that may arise when bond-funded projects also receive federal grants, including: Allocations and replacement proceeds concerns— Can the bonds and the grants fund the same project costs?; Federal guarantee concerns; Over issuance concerns.
- Victoria Ozimek, Bracewell
- Sarah Breitmeyer, Chapman and Cutler
Securities / Tax Forum discussion
Mix of tax, securities, and other considerations for forward deliveries, including: Documentation and timing for tax representations (tax certificate, 501c3 opinions, issue price certificates, etc.); Scope of disclosure updates required.
- Elizabeth Walker, Barnes & Thornburg
- Camille Evans, Endow Law P.A.
Securities Forum discussion
The FDTA regulatory scheme is expected to have a major impact on the municipal market. The general concept of structured data will be discussed and the implementation of similar regimes in other markets will be explored. While the content of the FDTA regulations remains unknown, the clock is ticking on statutory deadlines for regulators. This discussion will focus present updates of FDTA regulations / rule proposals / industry comments.
- Kim Magrini, Ballard Spahr
- Deanna Gregory, Pacifica Law Group
Securities Forum discussion
While the scope of underwriter counsel duties are often discussed, some of the other broker dealer regulations are less known. This discussion will look at how underwriters’ counsel can assist with understanding MSRB Rules and compliance issues, working through the updates to the Master Agreement Among Underwriters (MAAU), due diligence obligations and strategies, and continuing disclosure compliance checks, as well as a variety of other topics.
- Laura Kurtz, Eckert Seamans
- Hillary Phelps, Chapman and Cutler
Securities / Tax Forum discussionA mix of tax, securities, and other considerations for tenders and exchanges, including: SEC guidance on conditions for a tender offer; Tax issues related to exchanges and determining issue price; Tax issues related to allocations of tendered multipurpose bonds.
- Christine Reynolds, Orrick Herrington & Sutcliffe
- Johnny Hutchinson, Nixon Peabody
— BREAKOUT #4 TOPICS —
Tax Forum discussionDiscussion of current trends in Internal Revenue Service (IRS) Audits and Voluntary Closing Agreement Program (VCAP).
- Carol Lew, Stradling, Yocca Carlson & Rauth
- Vanessa Lowry, Greenberg Traurig
Securities / Tax Forum discussion
Mix of tax, securities, and other considerations for direct purchases and private placements, including: Any remaining LIBOR substitution issues; Tax issues related to bank covenants, draw-down loans, and other products returning to the market in light of higher interest rates; Loan vs security— does nomenclature matter?
- Scott Lilienthal, Hogan Lovells
- Dillon Peters, Butler Snow
Securities / Tax Forum discussionDiscussion of topics related to issuer’s counsel roles: Trends in issuer’s counsel opinions and role in transaction; Best practices for managing disclosure as issuer’s counsel; Issuer & issuer’s counsel role in managing post-issuance compliance, including for conduit transactions— tax, disclosure, etc.
- Keisha Palmer, Robinson & Cole
- Namita Shah, Day Pitney
Securities Forum discussionGeneral ESG policies, disclosure, and a dive into anti-ESG and pro-ESG laws. The discussion will also consider labeled bonds (green, social, sustainability bonds/projects) and how these ESG adjacent topics intersect.
- Rick Weber, Norton Rose Fulbright
- Carol McCoog, Hawkins Delafield & Wood
Securities Forum discussionIs a Blue Sky memo always needed? What goes into that determination? Does the underwriting team read them? How are sales in problem jurisdictions handled? The Blue Sky Forum will look at these questions and others and invite a discussion to demystify the topic.
- Jennifer Roth, Tucker Ellis
- Chris Andreucci, Harris Beach
5:30pm – 6:30pm
Welcome Reception
7:30am
NABL and CLE Info Desk Open
7:30am – 8:30am
Buffet Breakfast
8:30am – 9:45am
Discussion Forums
— BREAKOUT #5 TOPICS —
Tax Forum discussionNew structures and potential tax issues relating to affordable and 501c3 housing structure deals. A discussion on the impact of higher interest rates on these structures in particular.
- Ethan Ostrow, Norris George & Ostrow PLLC
- Alison Benge, Pacifica Law Group
Securities / Tax Forum discussion
Mix of tax, securities, and other considerations for forward deliveries, including: Documentation and timing for tax representations (tax certificate, 501c3 opinions, issue price certificates, etc.); Scope of disclosure updates required.
- Elizabeth Walker, Barnes & Thornburg
- Camille Evans, Endow Law P.A.
Securities Forum discussion
While there is familiarity with the municipal securities (3(a)(2)) and 501c3 (3(a)(4)) registration exemptions under the 1933 Act, the intersection of 1934 Act regulations and the applicable exemptions are somewhat less known. The discussion will tackle this subject and the related conduit financing considerations. Topics may include separate security concerns and the possible application certain of the 1934 Act tender offer rules to 501c3 tender offers.
- Bill Burns, Gilmore & Bell
- Melissa Messina, Miles & Stockbridge
Securities Forum discussionA throwback look at “The GFOA Disclosure Guidelines.” This discussion will look to create a lively interactive forum about voluntary (and legally mandatory) disclosure guidelines.
- Joseph (Jodie) Smith, Maynard Nexsen
- Christi Jacobsen, Hillis Clark Martin & Peterson
9:45am – 10:00am
Break
10:00am – 11:15am
Discussion Forums
— BREAKOUT #6 TOPICS —
Tax Forum discussionDiscussion of elective pay tax credits, including an overview of elective pay mechanics; What role can bond lawyers play in these projects?; How issuers can plan projects when guidance is still pending?
- Matthias Edrich, Kutak Rock
- Peter Lam, Ballard Spahr
Tax Forum discussion
Discussion of tax issues that may arise when bond-funded projects also receive federal grants, including: Allocations and replacement proceeds concerns— Can the bonds and the grants fund the same project costs?; Federal guarantee concerns; Over issuance concerns.
- Victoria Ozimek, Bracewell
- Sarah Breitmeyer, Chapman and Cutler
Securities Forum discussion
While the scope of underwriter counsel duties are often discussed, some of the other broker dealer regulations are less known. This discussion will look at how underwriters’ counsel can assist with understanding MSRB Rules and compliance issues, working through the updates to the Master Agreement Among Underwriters (MAAU), due diligence obligations and strategies, and continuing disclosure compliance checks, as well as a variety of other topics.
- Laura Kurtz, Eckert Seamans
- Hillary Phelps, Chapman and Cutler
Securities Forum discussion
The FDTA regulatory scheme is expected to have a major impact on the municipal market. The general concept of structured data will be discussed and the implementation of similar regimes in other markets will be explored. While the content of the FDTA regulations remains unknown, the clock is ticking on statutory deadlines for regulators. This discussion will focus present updates of FDTA regulations / rule proposals / industry comments.
- Kim Magrini, Ballard Spahr
- Deanna Gregory, Pacifica Law Group
Securities Forum discussionAn update on where things stand with SEC enforcement of limited offerings and how the market has reacted thereto. The discussion will also address steps underwriters and issuers can take to ensure that these transactions are properly documented and can withstand future SEC scrutiny.
- Andrew Kintzinger, Hunton Andrews Kurth
- Jeffery Qualkinbush, Barnes & Thornburg
Securities / Tax Forum discussionA mix of tax, securities, and other considerations for tenders and exchanges, including: SEC guidance on conditions for a tender offer; Tax issues related to exchanges and determining issue price; Tax issues related to allocations of tendered multipurpose bonds.
- Christine Reynolds, Orrick Herrington & Sutcliffe
- Johnny Hutchinson, Nixon Peabody
Dive into emerging topics from changing market structures to ESG in the municipal market.
Conference Leadership
The content featured in all of our conferences is always member-driven. This year, we want to thank our conference leadership for all their work.
Chair
John F. Stanley
Orrick, Herrington, and Sutcliffe LLP
San Francisco, CA
Registration Details
The Institute is exclusively available to NABL members with 10+ years of experience in municipal finance. Attendance will be limited to the first 300 members to register.
| Early Bird (Thru January 15, 2024) | Regular Rate (After January 15, 2024) |
|---|---|
| $895 | $995 |
You may also download and email a PDF registration form to registration@nabl.org.
Not a member?
Join NABL Today
Attending The Institute is just one of the many benefits of NABL membership. Join today and be eligible to register for the Institute once registration opens.
Registration Substitution and Refund Policy
Substitutions and cancellations are permitted when requested in writing by Thursday, March 21, 2024, 12:00am ET.
Email all requests to registration@nabl.org.
Save the Date!
Hotel Information
The Fairmont Chicago, Millennium Park
200 North Columbus Drive
Chicago, Illinois 60601
312-565-8000| chicago@fairmont.com
Rates and Reservations
Be sure to reserve your room at the Fairmont Chicago before our room block closes on March 31, 2024. Rooms for conference attendees booked through our room block start at $215 per night.
Amenities
A modern, professional, on-premise, and full-service business center is available for large or small needs. Room and stay include concierge, accessibility accommodations, bell staff, laundry, valet parking, wake up calls, and WiFi.
Getting There
Chicago O’Hare International Airport (ORD)
18 miles northwest
Chicago Midway International Airport (MDW)
12 miles southwest
Airport Shuttle
For information regarding shuttle transportation to the hotel, please visit www.airportexpress.com.
CLE Information
The Institute will offer up to 12 continuing legal education (CLE) credit hours which includes ethics, technology, and mental health hours. There are accommodations for calculating individual states with a 60-minute CLE credit hour and states with a 50-minute CLE credit hour reporting. We will apply for and anticipate receiving approval for these hours in all applicable states.
When registering for The Institute, please select the sessions you plan to attend, so we can provide you with the correct credit hours for the conference. You have one week after The Institute to make changes to your schedule to reflect the sessions you attended.
Post-Conference: Access Certificates in May 2024
A post-conference email will be sent to attendees with instructions for certificate download. If you have questions or need login assistance, contact us via cle@nabl.org.
Thank You Sponsors!
We are grateful to our sponsors who help make this conference possible. NABL Sponsorship plays an important role in promoting the integrity of the municipal bond market and is crucial to making all our educational and advocacy events an integral part of NABL’s success. Take a moment and visit their websites to learn more about who they are.
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