Whether you are a new NABL member or a first time Workshop attendee, this session is for you! Come meet members of NABL’s Board of Directors and hear about the many opportunities to get involved in the Association. Find out what to expect as a Workshop attendee and how to make the most out of your next few days in Chicago.

Please join your fellow attendees as we kick off The Workshop 2024 and introduce the 2024-25 President, M. Jason Akers. NABL members will vote for the new slate of officers and directors. NABL’s prestigious Bernard P. Friel Medal, Frederick O. Kiel Distinguished Service Award, and President’s Service Awards will also be presented at this time.

After much anticipation, the General Law and Practice Committee (GLPC) is nearing the completion of an update to NABL’s Model Bond Opinion. This new fifth edition will make various updates to NABL’s last updated Model Bond Opinion from 2003. We look forward to the launch of this new signature resource around the conference. Join us for our General Session where report authors and NABL leadership will walk through the new report and changes made.

This panel will include representatives of the IRS. The discussion will focus on the IRS’ perspective on:

• (1) IRS staffing levels and other TEB management matters,
• (2) IRS examinations of tax-exempt bonds and other tax-advantaged bonds,
• (3) appeals from examinations of tax-exempt and other tax-advantaged bonds to the IRS Independent Office of Appeals,
• (4) current topics relating to the IRS Voluntary Closing Agreement Program (VCAP) for tax-exempt bonds and other tax-advantaged bonds,
• (5) other initiatives, activities and publications of the tax-exempt bond functions within the TE/GE Division of the IRS.

This session is all about the municipal bond trading desk. Investment bankers will give attendees a behind-the-scenes look at the structure and organization of a desk, the various professionals working there, and the roles they play in the sale of municipal bonds. Attendees will leave with a better understanding of the process of underwriting a typical transaction as well as issues unique to the desk such as marketing, pricing, and trading. IPREO will also model a live day-of-pricing scenario so attendees can see how the desk takes and allocates orders and determines the final pricing.

The panel will provide an introduction to New Markets Tax Credit (NMTC) terminology, an intermediate review of common NMTC structures, and an in-depth discussion of potential issues related to using tax-exempt bonds as leverage for NMTC transactions.

This panel will discuss current federal tax issues, including any recently released notices, rulings, regulations and/or other guidance. In order to address any late-breaking topics, the specific topics are subject to change.

This panel will include practitioners and regulators discussing the latest federal securities law issues facing the municipal bond market, with a focus on how lawyers may assist their clients in addressing these issues. While the final topics are subject to change based upon current events, expect to hear about:

• (i) analysis concerning the application to the municipal securities market of the recent SEC actions and priorities,
• (ii) initiatives and developments concerning disclosure relating to the post COVID world, cybersecurity, ESG, and artificial intelligence,
• (iii) recent enforcement actions and pending rule changes impacting securities laws and transactions in the municipal market.

This panel will explore mental health and substance misuse issues affecting practicing lawyers. The statistics have become depressingly familiar: attorneys have significantly higher levels of problem drinking, substance abuse, anxiety and depression when compared with the general population and these levels increased significantly during the pandemic and continue to rise. During this presentation, our panel 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.

*Any attendee with bar admission in the states of Minnesota, Mississippi, and Wyoming will receive general credit for this course and not ethics.

The following NABL Committees will meet in the morning to discuss ongoing projects. Attendance is open to all interested in getting more involved with our committees, which are critical to shaping our programs.

• General Law & Practice Committee
• Securities Law & Disclosure Committee
• Tax Law Committee
• Issuer’s and In House Counsel Committee

This panel is intended to be an intermediate to high-level review and discussion of various arbitrage issues applicable to tax-exempt municipal bonds which have regained relevance in the context of a higher investment yield environment. The panel will generally address issues related to the identification of gross proceeds, provide a review of the various exceptions to yield restriction and payment of rebate, and examine common pitfalls in addressing these matters. The panel will also address arbitrage topics related to structuring transactions, investment strategies and considerations, identification of qualified hedging transactions, common issues in rebate compliance and computations, and other post-issuance compliance matters. While more complex topics will be discussed, this panel is intended to be beneficial for practitioners of all skill levels.

This panel will consider the duties, responsibilities, and potential liability for underwriters in public offerings of municipal securities and the role of counsel in representing underwriters. The panel will also include a discussion of contemporary topics of interest such as disclosure issues.

This panel will walk through the practical issues counsel on lease transactions should be aware of, including how lease obligations are structured and transferred in the market, timing and related issues that may impact transaction timing, and the impact of these considerations on the tax analysis in tax-exempt leasing transactions.

A discussion of the recent refunding structures seen in the tax-exempt market, including tax-exempt tenders, tax-exempt refundings of taxable corporate and municipal bonds and tax-exempt refundings of Build America Bonds. The panel will also discuss reissuance questions, particularly those issues related to variable rates and bank placement debt. 

This panel will examine the latest trends, opportunities and challenges in 501(c)(3) health care finance. The primary focuses are expected to include:

• recent developments in light of financial and operating performance headwinds facing health care providers;
• the continued evolution and increased use of different and re-emerging financing products;
• structural particularities for health care credits. 

This panel will provide a high-level overview of the process for public-private partnership (P3) transactions. It will also discuss legal, commercial, and financial issues that are often negotiated during a P3 transaction, including structuring and tax issues. Hot topics will also be discussed, including progressive models.

Through a series of hypotheticals, the panel will explore nuances that frequently arise in the application of the private activity bond tests with a focus on refundings, changes in use and exceptions to private use.

This panel will not include representatives of the IRS and will be for private practitioners only. The discussion will focus on the private practitioner perspective on:

• (1) current topics relating to IRS examinations of tax-exempt bonds and other tax-advantaged bonds,
• (2) current topics relating to appeals from examinations of tax-exempt and other tax-advantaged bonds to the IRS Independent Office of Appeals,
• (3) current topics relating to the IRS Voluntary Closing Agreement Program (VCAP) for tax-exempt bonds and other tax-advantaged bonds,
• (4) other initiatives, activities and publications of the tax-exempt bond functions within the TE/GE Division of the IRS.

This panel will provide a refresher on what charter schools are, an overview of where they are located and why they exist, then take a deeper dive into how charter school bonds are issued in various jurisdictions and credit quality issues as they impact the charter school market in a post-COVID, higher interest rate world. It will also highlight alternative forms of tax-exempt and taxable financing methods currently available to charter schools.

Panelists will discuss the approaching expiration of key Tax Cuts and Jobs Act (TCJA) provisions at the end of 2025. Congress has several options, but inaction seems highly unlikely. If Congress tackles tax reform again next year, municipal market participants will have a number of questions. What’s the political landscape? What’s on the table and what’s off? What have we learned since 2017? And most importantly, what does it mean for the tax-exempt municipal bond market?

*Not eligible for CLE

This panel will focus on issues that arise for tax-exempt qualified 501(c)(3) bonds, as defined under Section 145 of the Internal Revenue Code. Such issues covered will include:

• (1) Workforce Housing & 501(c)(3) Opinion Requirements/Certification Requirements;
• (2) what “with respect to a hospital” means for the $150 million test;
• (3) mergers/change of control agreements and asset acquisition or acquisition transaction items.

This panel will focus on the legal and practical challenges of working out a municipal deal in distress. Drawing upon anecdotes from their experiences with defaulted transactions in healthcare, higher education, senior living and other sectors, panel members will address the phases of a distressed transaction from the initial indications of default through to an exit strategy. Our panelists will also highlight best practices related to the creation of liens and perfection of collateral as well as recent legal precedent that impacts the pledge of security in a bankruptcy context.

This panel will focus on current trends in energy finance, including a discussion by the panelists of some of the priorities, objectives and goals that are impacting the development and financing of energy and specifically renewable energy projects by municipal issuers in the context of an ever-changing regulatory environment. We will focus on the impact of the Inflation Reduction Act (IRA), which makes federal cash subsidies available to local governments for the construction of renewable energy projects and provide some examples of the potential cost savings that can be realized for these projects as a result of the IRA in light of the additional guidance that has been provided by U.S. Treasury and the Internal Revenue Service. This panel will also discuss the continued popularity of prepayment transactions as another tool that some municipal utilities are using to help manage the costs of providing electricity to their customers to avoid increasing rates. Additional topics may be discussed based on current events.

This panel will explore the role of Issuer’s Counsel in bond transactions, with a particular focus on the perspective of the in-house Issuer’s Counsel.

• How can Issuer’s Counsel help clients set themselves up for success in their transactions?
• What are some best practices in working with Issuer’s Counsel?
• How should Issuer’s Counsel interact with the other legal and financial professionals involved in the bond issue?
• What are the hot topics for Issuer’s Counsel in 2024?

This panel will examine recent and notable SEC Enforcement cases and provide an overview of the priorities of the SEC’s Public Finance Abuse Unit. Panelists will also provide an overview of the investigation process for the SEC.

In its eighth year, this panel will give practitioners invaluable insight into implicit bias, as well as a forum to explore this timely and sensitive issue. The session will illuminate such biases, discuss the hidden financial disincentives of such biases, and, through “transformative learning,” provide strategies for how to take control, to the benefit of your practice, of your professional relationships and your organization. The ABA Model Rule 8.4(g) regarding anti-discrimination will be reviewed, as well as the National Association of Bond Lawyers’ Diversity Initiative. It is highly recommended that participants take any one (or more) of the Implicit Association Tests at (https://implicit.harvard.edu/implicit/takeatest.html) as a companion to this panel and the associated materials.

*Any attendee with bar admission in the states of Florida, Ohio, and Oklahoma will receive general credit for this course and not ethics.

This ethics panel will analyze the ethical implications of, and considerations regarding, the use of artificial intelligence (AI) in our legal practice. Our panel will be joined by an attorney who is an industry expert in AI, who will provide insight on ethical best practices when using AI in transactional practice. Come learn with us how to evolve from a luddite to AI aficionado in the most ethical way.

Purchasers of tax-exempt obligations typically rely on the “unqualified opinion” of bond counsel as to the excludability of interest on the bonds. The tax due diligence performed by bond counsel is a critical foundation for the delivery of the opinion. This “practice-focused” panel will explore the due diligence, legal research and analysis, and documentation necessary to support the tax opinion.  

This panel will discuss the range of housing development strategies in the current market (including senior, affordable, “missing middle” and “workforce” housing), current issues in deal structures, the impact of the return of opportunities for positive arbitrage, issues relating to increasingly complex capital stacks and available sources of funds for housing developments, and emerging tax and disclosure issues in an environment with rising costs and volatile interest rates.

This panel will focus on the concerns of trustees and their counsel in governmental and conduit financings. It will provide participants with tools for drafting indentures and other financing documents, with an emphasis on practice suggestions and important “front-end” drafting points, the duties properly assigned to and accepted by the trustee and representing the trustee before and after the closing.  Topics will also include the laws applicable to trustees operating in multiple states and other significant issues that confront issuers, bond counsel, trustee’s counsel, and borrowers.

This panel will review the latest developments in the world of single family housing bonds. Whether you are involved with single family matters once a week or once a year, you will want to participate in this lively discussion with some of the nation’s most active practitioners and advisors in single family housing. In addition, the panel will offer coverage of federal legislative efforts, impacts and analysis. The panel will also discuss the effects of current single family financing structures, any regulatory developments impacting lending programs and other “hot topics” relating to single family bonds.

This panel will discuss structuring and legal considerations that arise with respect to commercial bank products and in private placement bond issues and bank loans. Topics to be discussed include an overview of and trends in bank facilities, such as letters of credit, standby bond purchase agreements, hybrid financings, liquidity and operational financings, direct-placement financings and other bank loans; securities law considerations; negotiation of covenants and other contract terms; use of forward delivery arrangements, “Cinderella” and other refunding tools; application of certain MSRB rules; roles and responsibilities of Municipal Advisors and Placement Agents; and considerations relating to continuing disclosure “financial obligation” filings. The session will emphasize general concepts which practitioners may face on direct purchase transactions and/or credit or liquidity enhanced public market transactions and discuss current developments relevant to bank products, including frequently negotiated provisions.