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Annual Report 2017

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<strong>2017</strong><br />

NATIONAL ASSOCIATION OF BOND LAWYERS<br />

ANNUAL<br />

REPORT


ANNUAL<br />

REPORT<br />

<strong>2017</strong><br />

TABLE OF CONTENTS<br />

Mission & Vision.....................................1<br />

Executive Summary...............................2<br />

Financials................................................3<br />

NABL Membership Snapshot................4<br />

Education Summary...............................5<br />

Legislative & Regulatory Summary......6<br />

Scholarship Program.............................7<br />

<strong>2017</strong> Award Winners..............................8<br />

A Look Ahead..........................................9


Mission & Vision<br />

NABL’S<br />

MISSION<br />

& VISION<br />

Promote the importance and<br />

integrity of the municipal market<br />

by advancing the understanding<br />

of and compliance with the law<br />

affecting public finance.<br />

Educate its members in<br />

the laws affecting state<br />

and municipal bonds.<br />

Provide the NABL membership<br />

with a forum for the exchange<br />

of ideas as to law, and practice,<br />

and the tools that help them<br />

continually improve the state<br />

of the art in the field.<br />

Provide commentary and recommendations<br />

at the federal, state and local levels with<br />

respect to legislation, regulations,<br />

and rulings affecting bonds, and on<br />

occasion submits friend of the court<br />

briefs or memoranda in connection<br />

with court or administrative proceedings.<br />

1


Executive Summary<br />

2016-17 President<br />

Clifford M. Gerber<br />

Norton Rose Fulbright US LLP<br />

San Francisco, CA<br />

My term as President was a busy and productive year for the<br />

organization and its Board of Directors. I tried to keep my finger<br />

on the pulse of things, though it was not always easy. From addressing<br />

pronouncements from the regulators in Washington, to<br />

providing NABL members with the educational content and opportunities<br />

that derive from our core mission, to enhancing our<br />

collaborative efforts with our industry counterparts, to elevating<br />

our game as lawyers in municipal finance, there was a lot to get<br />

done. It goes without saying the year was a turbulent one; we<br />

needed to stay agile and proactive while maintaining our focus<br />

on key issues.<br />

Among our more notable achievements as an organization:<br />

• At the beginning of my term we submitted comments to the IRS and Treasury on management and service<br />

contracts, which led to the issuance of new guidelines in Revenue Procedure <strong>2017</strong>-13.<br />

• As part of our winter meetings and for the first time, the Board went to Capitol Hill to visit with Congressional<br />

staff to advocate for the preservation of the tax exemption on state and local bonds. Though the elimination of<br />

advance refundings told us that we weren’t fully successful in our effort, it also delivered an important message<br />

to the industry that we all need to stay vigilant with respect to the status of state and local bonds.<br />

• Last spring, and then again in August, we provided written recommendations to the SEC with<br />

respect to its proposed amendments to Rule 15c2-12 relating to the disclosure of bank loans and other financial<br />

obligations.<br />

• In March the General Law & Practice Committee released the Demystifying DTC: The Depository<br />

Trust Company and the Municipal Market. The paper focuses on how DTC affects a municipal<br />

bond financing from closing to maturity.<br />

• Also in the spring the Board adopted a written Diversity Policy, to promote organization-wide inclusiveness<br />

in NABL Committees, projects and panels.<br />

• In an effort to move toward greater uniformity, NABL and SIFMA collaborated on, and completed during the first<br />

part of <strong>2017</strong>, a set of “issue price” documents, which the industry has by and large adopted.<br />

• In June, after years in the making, we released a Model Letter of Underwriter’s Counsel to our<br />

membership.<br />

• After years in the marking, in July we released a comprehensive paper to our membership covering the direct<br />

purchase of state or local bonds by financial institutions.<br />

All in all, I am proud of what we as a Board – and as an organization – accomplished, and I am grateful for the advice<br />

and counsel of my fellow officers and Board colleagues. Even more importantly, I am truly grateful to our dedicated<br />

members who, time and again, are tireless in their participation in NABL’s projects and conferences.<br />

2


Financial Summary<br />

TOTAL<br />

REVENUES<br />

$2,903,919<br />

TOTAL<br />

EXPENSES<br />

$2,849,083<br />

ADJUSTED<br />

NET<br />

REVENUE<br />

$54,836<br />

3


Membership Demographics<br />

Membership Snapshot<br />

2362<br />

2350<br />

212 242 96<br />

2738<br />

Total NABL<br />

Members for<br />

<strong>2017</strong><br />

212<br />

New NABL<br />

Members for<br />

<strong>2017</strong><br />

90<br />

30 29 25<br />

8<br />

Regular Members<br />

Associate Members<br />

Paralegal Members<br />

Retired Members<br />

Student Members<br />

<strong>2017</strong> Totals<br />

2016 Totals<br />

Members by Region<br />

► Northeast: 23%<br />

► Southeast: 27%<br />

► Midwest: 23%<br />

► West: 13%<br />

► Southwest: 14%<br />

Members by Gender<br />

67% Male 33% Female<br />

4


Education Summary<br />

Tax & Securities<br />

Law Institute<br />

March 9-10<br />

Washington, DC<br />

357 Total Attendees<br />

Fundamentals of<br />

Municipal Bond<br />

Law<br />

April 19-21<br />

Denver, CO<br />

254 Total Attendees<br />

Bond Attorneys’<br />

Workshop<br />

October 4-6, <strong>2017</strong><br />

Chicago, IL<br />

851 Total Attendees<br />

Visit www.nabl.org for future<br />

NABL educational opportunities<br />

Teleconferences<br />

What You Need to Know<br />

About the Final Issue<br />

Price Regulations<br />

January 10, <strong>2017</strong><br />

484 Total Registrants<br />

Issue Price<br />

Documentation<br />

April 24, <strong>2017</strong><br />

425 Total Registrants<br />

Tax Cuts & Jobs Act:<br />

What it Means for the<br />

Muni Market & What<br />

Happens Next?<br />

November 8, <strong>2017</strong><br />

559 Total Registrants<br />

Tax Reform Update -<br />

Part 2<br />

November 28, <strong>2017</strong><br />

493 Total Registrants<br />

Ethics Teleconference:<br />

Risk - The Game of Reduction<br />

of Professional<br />

Exposure, Loss Prevention,<br />

& Bond Counsel<br />

Liability<br />

December 14, <strong>2017</strong><br />

95 Total Registrants<br />

5


Legislative & Regulatory Summary<br />

From Capitol<br />

Hill to You...<br />

NABL’s Office of Governmental Affairs had an exciting <strong>2017</strong> working on your behalf. We’ve been active on Capitol Hill, met<br />

with regulators, participated in industry coalitions, sent numerous policy letters, and produced educational documents. Together<br />

with NABL’s committee leadership, we produce tangible educational and policy documents, white papers, comment<br />

letters, and more.<br />

Tax reform kept us busy the past few years, but nothing quite compared to the flurry of activity we undertook at the end<br />

of <strong>2017</strong> when Congress passed, in record time, sweeping tax reform legislation. In the end, tax-exempt municipal bonds<br />

were preserved, including private activity bonds (PABs), but we lost tax-exempt advance refunding bonds and the ability to<br />

issue new tax credit or direct pay bonds. We worked tirelessly with our membership, many of you calling your Member of<br />

Congress and asking your issuer clients to do the same. We sent a plethora of communications including emails, letters,<br />

one-pagers, background pieces, and more to Capitol Hill. We talked to the press and we exhausted every avenue we had<br />

to preserve all the tools important to the municipal market.<br />

On the regulatory front, we maintain regular communication with the IRS, Treasury, SEC and MSRB. We monitor regulatory<br />

activity and submit comment letters in response to requests for comment on proposals affecting our membership. In<br />

particular for <strong>2017</strong>, one of the industry’s success stories occurred when the IRS withdrew its proposed regulations on the<br />

definition of political subdivisions.<br />

We want to thank you for volunteering your time and expertise over the last year and we look forward to another busy year<br />

ahead. For any questions about NABL’s Governmental Affairs activity, please contact Jessica Giroux at jgiroux@nabl.org.<br />

6


Scholarship Program<br />

Frederic L. Ballard, Jr. Memorial Scholarship<br />

The National Association of Bond Lawyers (NABL) offers up to five scholarships to law students, through the<br />

Frederic L Ballard, Jr. Memorial Scholarship Program, to attend the Fundamentals of Municipal Bond Law<br />

Seminar every year since 2012. NABL renamed its existing Fundamentals of Municipal Bond Law Seminar<br />

scholarship program to honor longtime NABL member Frederic L. “Rick” Ballard, Jr. who passed away in 2014.<br />

The decision to bestow this honor on Mr. Ballard stemmed from his longstanding commitment to educating<br />

young bond attorneys. As Mr. Ballard’s contributions to NABL touched so many of its members, NABL is confident<br />

that the Frederic L. Ballard, Jr. Memorial Scholarship Program will become part of his enduring legacy.<br />

30<br />

The number of<br />

scholarship recipients<br />

since 2012<br />

47%<br />

Percentage of<br />

scholarship recipients<br />

who have become<br />

NABL members<br />

Who we look for<br />

Eligible recipients of the<br />

scholarships must be<br />

currently enrolled in the<br />

Doctor of Jurisprudence<br />

Program or Masters of<br />

Law Program at an accredited<br />

law school, and<br />

express interest in pursuing<br />

public finance law.<br />

<strong>2017</strong> Frederic L. Ballard, Jr.<br />

Memorial Scholarship Recipients<br />

Pictured from left to right: Taylor<br />

Stockemer, University of Arkansas<br />

at Little Rock School of Law, Portia<br />

Bailey-Bernard, Indiana University<br />

School of Law, Christa Childers,<br />

Florida State University College<br />

of Law, Andrias “Annie” Jones,<br />

University of Texas School of Law,<br />

Jacqueline Hensley, University of<br />

Oklahoma College of Law<br />

7


<strong>2017</strong> Award Winners<br />

The Bernard P. Friel Medal<br />

William J. Daly<br />

National Association of Bond Lawyers<br />

Washington D.C.<br />

The Bernard P. Friel Medal recognizes distinguished<br />

service in the field of public finance. The Friel Medal<br />

was awarded to NABL’s Director of Governmental Affairs<br />

William Daly who is retiring at the end of <strong>2017</strong>.<br />

Awards Committee, Chair Sandy MacLennan said,<br />

“The public finance community and NABL, in particular,<br />

have greatly benefitted from Bill Daly’s experience and<br />

dedication over the course of his career which includes<br />

working on behalf of issuers, bankers and lawyers.”<br />

The Frederick O. Kiel Distinguished<br />

Service Award<br />

Fredric A. Weber<br />

Norton Rose Fulbright US LLP<br />

Houston, TX<br />

The Frederick O. Kiel Distinguished Service Award recognizes<br />

extraordinary service to NABL over an extended<br />

period of time. The Kiel Award was presented to Fredric<br />

A. Weber of Norton Rose Fulbright’s Houston office.<br />

“Rick Weber’s contributions to NABL are countless and<br />

span more than three decades of committed service to<br />

the organization, including leading NABL as President in<br />

1991-92, assuming the editor’s chair for The Bond Lawyer<br />

in October of 2015, and his continued willingness<br />

to volunteer for new NABL projects (particularly securities<br />

law comment projects). It is an honor to present this<br />

well-deserved award to him,” said Awards Committee<br />

Chair, Sandy MacLennan.<br />

8


A Look Ahead<br />

<strong>2017</strong>-18 President<br />

Sandy M. MacLennan<br />

Squire Patton Boggs US LLP<br />

Tampa, FL<br />

A New Chapter at NABL...<br />

Taking over as President of this organization as the 4th<br />

quarter began and less than 30 days prior to<br />

H.R. 1 being introduced in the House made for a very<br />

short transition period. I was asked by several folks at<br />

the time (somewhat sarcastically) “Aren’t you glad you’re<br />

President of NABL now?” The answer to that question<br />

is “Yes.” For me, personally, it was both stressful and<br />

exciting; a great challenge and an opportunity to make<br />

good on what I promised at the annual meeting in October.<br />

We (the entire NABL Board and NABL) worked<br />

hard, day and night, to follow the progress of the House<br />

bill; we collaborated with all of the other organizations<br />

(the alphabet soup of acronyms) in letter-writing, Hill<br />

contacts, and grass roots organizing; and, most importantly, we kept NABL members as informed as possible<br />

through alerts, teleconferences (2), the Weekly Wrap, and direct contact. As exhilarating as that start to<br />

my term was, there is likely more to come in 2018 when Congress tackles infrastructure financing. On the list<br />

of other things to do in 2018 are:<br />

• Publication of one or more scholarly articles in legal journals on topics of concern to NABL members;<br />

• A 2.0 version of the Model Issue Price documents;<br />

• Completion of a model letter of disclosure counsel;<br />

• Significant headway on an update to the NABL model bond indenture;<br />

• And, as always, monitoring regulatory changes and providing appropriate commentary.<br />

All of these projects are being undertaken by our fellow NABL members who have volunteered their<br />

time. Volunteerism is the key to NABL’s ability to provide meaningful programs for its members and<br />

commentary on regulatory and legislative proposals. We all owe a resounding and continuing “Thank<br />

You” to all the NABL members who raise their hand to lead or participate in a project.<br />

9

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