COVID-19 And Secondary Market Disclosure

Our thoughts are with you, your loved ones and organizations as we all navigate this public health crisis together. We are providing this alert to our public finance clients and other professionals regarding COVID-19 and its potential impact on secondary market disclosure.

A Continuing Disclosure Review. Before discussing some of the secondary market disclosure issues, a brief review is in order. The Securities and Exchange Commission (the "SEC") has promulgated Rule 15c2-12 (the "Rule") that prohibits underwriters from purchasing or selling most municipal securities unless an issuer or conduit borrowers (collectively, an "Obligated Person") has agreed in writing to provide specific information to the market on an ongoing basis, i.e. continuing disclosure. The written agreement can be a certificate or an agreement and is often referred to as an "Undertaking." Pursuant to the Rule, the continuing disclosure to be provided to the market consists of: (i)