On August 15, the Securities and Exchange Commission (SEC)
adopted amendments to the Securities Exchange Act Rule 15c2-12 (the
"Rule") intended to better inform investors and others
about the current financial condition of issuers of municipal
securities and obligated persons. In its press release announcing
the amendments to the Rule, the SEC noted as background that
"[d]irect placements by issuers and obligated persons as
financing alternatives to public offerings of municipal securities
have increased since 2009, demonstrating the need for more timely
disclosure."
The Amendments
The Rule governs continuing disclosure by prohibiting an
underwriter in a primary offering from underwriting most municipal
securities unless the underwriter has reasonably determined that
the issuer of such securities, or an obligated person, has agreed
in writing (e.g., pursuant to a Continuing Disclosure Agreement) to
make the required post-issuance disclosures. The amendments
