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