13 Annual Tax
& Securities
Law Institute
th
T SLI
March 5-6, 2015
Hyatt Regency
New Orleans
13Th Annual
Tax & Securities Law Institute
March 5-6, 2015 │Hyatt Regency New Orleans
I
t’s not April in Paris or autumn in New York – it’s March in New Orleans for TSLI at last. You can get here
by caravan or night train (not the A train), but however you get here join your colleagues from around the
country for in-depth discussions of the current topics in municipal finance. We have had many excellent TSLI
sessions in the past, but the best is yet to come. There will also be opportunities to get together informally and
share ideas. You can take five between sessions or go right up to around midnight. This year’s TSLI promises
to be one of the milestones, but it won’t mean a thing if you don’t make it. So come rain or come shine, join us
in New Orleans!
BREAKOUT SESSION TRACKS
Securities Track The Institute will explore the latest developments in the securities law area. Practitioners and regulators on
the “Current Disclosure Issues in Primary Offerings” and “Current Continuing Disclosure Issues” panels will discuss, among other
things, lessons learned from the SEC Enforcement Division’s Municipalities Continuing Disclosure Cooperative (MCDC) Initiative. In
a panel entitled, “Tales from the Buy Side: Investors’ Perspectives on Disclosure and Other Issues,” representatives from the largest
purchasers of tax-exempt bonds will provide an informative perspective on the concerns and requirements of investors in the current
municipal debt market, as well as a unique viewpoint on various hot disclosure issues. Disclosure policies and procedures continue to
be of significant importance and discussed as a critical component of remedial efforts in many enforcement actions. “Why You Should
Care About Disclosure Policies” will examine the legal significance of disclosure policies and approaches to drafting such policies and
procedures. Finally, practitioners and staff from the SEC Enforcement Division will discuss recent enforcement actions, including actions that result from the MCDC Initiative, on the SEC Enforcement panel.
Tax Track
The tax panels at the Institute will explore the latest issues confronting the Section 103 bar. The topics to be covered at
the Institute include matters affecting financially strapped governmental issuers and conduit borrowers. The “Private Activity Bonds
Tests” panel will focus on current developments in the application of the private activity bond tests. Two sessions (one of which will be
for practitioners only) of the “Tax Enforcement” panel will address recent tax enforcement and Voluntary Closing Agreement Program
developments and the practical implications of these developments. The "Long-term Working Capital” panel will discuss tax-exempt
long-term working capital financings and remedial actions. The “Reissuance” panel will include a discussion of common fact patterns
and analysis options in transactions giving rise to reissuance. Finally, in order to be as relevant as possible, the “Tax Hot Topics” panel
will cover some of the most-discussed topics of the year, including any late-breaking developments in tax law affecting tax-exempt and
tax-advantaged bonds.
Ethics Panel
This year’s ethics panel, entitled, “The 501(c)(3) Opinion in Qualified 501(c)(3) Bond Transactions” will discuss the
purpose and common formulations of the 501(c)(3) opinion and provide commentary regarding the opinion language and due diligence that may be undertaken by counsel rendering and relying upon the 501(c)(3) opinion.
Joint Panel Privately placed bonds and bank loans comprise a larger share of primary municipal market issuance today than they
did in 2009 and 2010. In a joint panel entitled “Securities and Tax Law Issues in Private Placement and Bank Loan Transactions,” securities and tax law practitioners will discuss the securities and tax law issues that arise in private placements and bank loans. Securities
law issues which will be discussed include the loan vs. security analysis, the applicability of the Municipal Advisor rule, certain MSRB
rules and Rule 15c2-12, and voluntary filings. Tax law issues which will be discussed include analyzing whether there is a reissuance
upon the occurrence of certain events (e.g., a change in the interest rate or a mandatory or optional tender of an obligation by the
holder) and do the underlying documents have rate-setting or rate-changing mechanisms that lead to the obligation being considered
a contingent payment instrument.
Breakout
Session Topics
Agenda
(Subject to change. For the most up-to-date agenda, please visit www.nabl.org.)
Wednesday
March 4
5:00pm – 7:00pm
7:00am – 5:30pm
7:00am – 8:00am
8:00am – 9:15am
9:15am – 9:30am
9:30am – 10:45am
Thursday
March 5
10:45am – 11:00am
11:00am – 12:15pm
12:15pm – 1:15pm
1:15pm – 2:30pm
2:30pm – 2:45pm
2:45pm – 4:00pm
4:00pm – 4:15pm
4:15pm – 5:30pm
5:30pm – 6:30pm
7:00am – 12:30pm
Friday
March 6
7:00am – 8:00am
8:00am – 9:15am
9:15am – 9:30am
9:30am – 10:45am
10:45am – 11:00am
11:00am – 12:15pm
Check-in Desk Open
Check-in Desk & Exhibits Open
Continental Breakfast
Breakout 1
(S-1) (S-2) (T-2)
Break
Breakout 2
(S-4) (T-3) (T-5)
Break
Breakout 3
(E-1) (S-3) (T-1)
Lunch
General Session
Municipal Bankruptcy Update
Break
Breakout 4
(S-2) (T-4) (T-5)
Break
Breakout 5
(J-1) (S-3) (S-5) (T-2)
Welcome Reception
Information Desk & Exhibits Open
Continental Breakfast
Breakout 6
(E-1) (J-1) (S-4)
Break
Breakout 7
(S-1) (S-5) (T-1)
Break
Breakout 8
(S-3) (T-3 – practitioners only) (T-4)
TSLI will cover at least 12 breakout session topics dealing with current issues
of securities law, tax law, and ethics. Government participants will join many of
the panels, offering attendees the most
up-to-date views of industry regulators.
Please indicate your topic preferences
on your registration form so that panels
can be appropriately scheduled to accommodate interest. Please note, however,
that as developments warrant, the topics
shown may need to be adjusted to address current developments in the area.
Securities Law
•
•
•
•
•
S-1 Current Disclosure Issues in
Primary Offerings
S-2 Current Continuing Disclosure
Issues
S-3 SEC Enforcement
S-4 Tales from the Buy Side:
Investors' Perspectives on
Disclosure and Other Issues
S-5 Why You Should Care About
Disclosure Policies
Tax Law
•
•
•
•
•
T-1 Tax Hot Topics
T-2 Long-term Working Capital
T-3 Tax Enforcement (Friday’s
panel is for practitioners only)
T-4 Private Activity Bond Tests
T-5 Reissuance
Ethics Panel
•
E-1 The 501(c)(3) Opinion
in Qualified 501(c)(3) Bond
Transactions
Joint Panel
•
J-1 Securities and Tax Law Issues
in Private Placement and Bank
Loan Transactions
Accommodations
The Institute will take place at the modern Hyatt Regency,
which is conveniently located in vibrant downtown New
Orleans.
Institute Highlights
Hyatt Regency New Orleans
GENERAL SESSION
A highlight of the Institute will be the General Session on Thursday,
March 5 - “Municipal Bankruptcy Update.”
NABL Past-President, Allen Robertson, will lead a panel of professionals who will provide various perspectives
on the current landscape of municipal bankruptcy. Panelists will discuss recent events in Detroit, Jefferson County,
and other jurisdictions and the impacts on the municipal
securities industry of the actions taken, and decisions
made, in those cases.
Welcome Reception
On Thursday evening, NABL will host a reception for all attendees. This
Welcome Reception will provide a great opportunity to visit with bond
lawyers from across the country as well as government representatives
in the “Big Easy”.
What You Should Know &
All That Jazz
CLE Credit
The Institute offers the ability to earn up to 11 hours of CLE credit, depending on the jurisdiction, including ethics credit. This is an excellent opportunity to keep current with your law specialty and easily fulfill your mandatory
CLE requirements. NABL will apply for continuing legal education credits,
including ethics and professionalism credits, from those states that have
mandatory CLE requirements. The necessary forms will be available at the
program.
Attendance & Registration
The Institute is designed for individuals who have five (5) or more years
of experience in the municipal finance area. It is open only to NABL members. NABL membership is by individual and not by firm. The number of
registrants is limited, determined on a first-come, first-served basis.
TSLI Executive Committee
Chair
Lorraine M. Tyson
Pugh, Jones &
Johnson, P.C.
Chicago, Illinois
Vice Chair
Carol Juang McCoog
Hawkins Delafield
& Wood LLP
Portland, Oregon
601 Loyola Avenue
New Orleans, LA 70113
Tel: 504 561 1234
www.neworleans.hyatt.com
Guestroom Rate
The group guestroom rate is $269 per night single/double
occupancy. This rate includes complimentary in-room internet service and access to the hotel’s state-of-the-art fitness center.
A limited block of guestrooms is being held for attendees on March 4 and 5. All reservations are based on space
and rate availability. Please call 1-888-591-1234 to book
your reservation and identify yourself as being with the
NABL to receive the group rate. You may also visit
https://resweb.passkey.com/go/natlassnbondlawyersmtg
to reserve your accommodations on-line. A non-refundable deposit will be required at the time of reservation.
The reservation cut-off date is Monday, February 9, 2015.
Reservations will be honored on a space and rate available
basis until this date.
Check In/Out
Hotel check-in is 3:00pm and check-out is at noon. Institute Schedule and Attire
The Institute’s schedule recognizes the many demands
on attendees and provides regularly scheduled breaks
throughout the day so you can check voicemail and e-mail.
The Institute concludes at 12:15pm on Friday, allowing
you to return home that same day or enjoy New Orleans
many attractions. Attire for the Institute is business casual.
Airport, Taxi, and Parking
•
•
•
Louis Armstrong International Airport
(MSY) is approximately 12 miles from the hotel.
The one-way cost of a taxi from MSY to the Hyatt
is approximately $35.
Valet Parking Fees: $30 up to 10 hours; $40
overnight
Street Car
See the city the way locals do, via street car! The street car
fare is $1.25 each way and Jazzy Passes for unlimited rides
are $3 per day. Visit www.neworleans.hyatt.com and click
on the activities tab for additional information.
13TH ANNUAL TAX & SECURITIES LAW INSTITUTE
Register online at www.nabl.org or complete and fax or mail this form.
Registration Information
Please print or type
the information requested below. One form per person.
Breakout Session Topics
For detailed descriptions go to www.nabl.org.
TSLI 15 WEB
Securities Law
Full Name
• S-1 Current Disclosure Issues in Primary Offerings
First Name on Badge (as you would like it to appear)
• S-2 Current Continuing Disclosure Issues
• S-3 SEC Enforcement
Law Firm, Company, Employer
• S-4 Tales from the Buy Side: Investors' Perspectives on
Disclosure and Other Issues
Address
• S-5 Why You Should Care About Disclosure Policies
City, State, Zip
Tax Law
Telephone, Cell, Email
• T-1 Tax Hot Topics
• T-2 Long-term Working Capital
Date admitted to practice:
• T-3 Tax Enforcement (Friday’s panel is for practitioners only)
• T-4 Private Activity Bond Tests
List your Continuing Legal Education State/s & CLE Number/s:
• T-5 Reissuance
Ethics Panel
List Special Dietary and/or Accessibility Needs:
•
� Please check the circle if you would like your name to be omitted
from the attendee roster.
Registration fee
CC#:
• $795 per NABL member
TSLI is a NABL members-only event. All Institute attendees
must be paid NABL members at the time of the event. For more
information on the benefits of NABL membership, please visit
www.nabl.org.
Method of Payment
� Check: Please make check payable to NATIONAL ASSOCIATION
Check #:
OF BOND LAWYERS. Check#___________________________________
Or Charge My: � American Express � Visa � MasterCard �Discover
E-1 The 501(c)(3) Opinion in Qualified 501(c)(3) Bond
Transactions
Joint Panel
•
J-1 Securities and Tax Law Issues in Private Placement and
Bank Loan Transactions
Breakout Session Preferences
Please select one breakout session you are most likely to attend in
each time slot.
Thursday, March 5
Breakout 1
8:00am - 9:15am
○ S-1
○ S-2
○ T-2
Breakout 2
9:30am -10:45am
Credit Card Account Number ○ S-4
○ T-3
Expiration Date
○ T-5
Breakout 3
Signature
For Office Use Only: Member ID:
Registration Cancellation Policy
Institute registration cancellations must be received in WRITING
via fax or mail. The chart below indicates the refund you will receive based on the date of cancellation: Substitutions of attendees are
permitted up to the first day of the Institute.
Cancellation Received
February 2, 2015
March 2, 2015
After March 2, 2015
Refund Amount
Full Refund
50% Refund
No Refund
11:00am - 12:15pm
○ E-1
○ S-3
○ T-1
Breakout 4
2:45pm - 4:00pm
○ S-2
○ T-4
○ T-5
○ J-1
○ S-3
○ S-5
○ T-2
Friday, March 6
Breakout 6
8:00am - 9:15am
○ E-1
○ J-1
○ S-4
Breakout 7
9:30am - 10:45am
○ S-1
○ S-5
○ T-1
Breakout 8
11:00am - 12:15pm
○ S-3
○ T-3 – practitioners only
○ T-4
Questions? Please contact: National Association of Bond Lawyers 601 13
Tel: (202) 503-3300 Fax: (202) 637-0217 registration@nabl.org
Breakout 5
4:15pm - 5:30pm
th
Street NW, Suite 800 South Washington, DC 20005-3875