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MRSB Prepares for a More Proactive Regulatory Role

November 3, 2011
The MSRB Board of Directors agreed to take steps that will lead to a more active agenda for the municipal securities regulators.  It agreed to launch new market transparency initiatives, advanced rulemaking proposals and met with SEC Chairman Mary Schapiro and  FINRA Chairman/CEO Rick Ketchum, along with their senior staff members. Led by MSRB Chair Alan Polsky, the MSRB addressed the issue of governing the conduct of municipal financial advisors, a term the SEC is still in the process of defining.  MSRB offered its assistance to the SEC in determining who is a municipal advisor. Pre-Trade Price Transparency. The MSRB and the SEC are concerned with pre-trade price transparency, due to its importance to the fair pricing of municipal securities owned by retail investors.  To this end, the MSRB Board addressed the rise in so-called “bank loans” in municipal financings, which may, in some cases, be municipal securities. MSRB is looking for guidance from the SEC in order to help market participants better understand the regulatory implications of these financings.  The Board also emphasized its concern about the timeliness and quality of continuing disclosures by issuers about their securities. E-Delivery of 529 College Savings Plan Documents. The MSRB Board is seeking ways to help protect investors and municipal entities, in part through a long-range plan for the MSRB’s EMMA website.  One consideration is to permit municipal securities dealers to fulfill their obligation to deliver 529 college savings plan documents to investors electronically through the EMMA website rather than in paper form - sometimes referred to as “access equals delivery.” The MSRB regulates dealers that sell 529 plan investments because these are municipal securities.  Allowing all-electronic delivery of 529 plan documents would speed investor access to the documents and reduce overall costs to the market. Displaying Yield on Muni Securities. Another transparency-related project the Board approved is to display on EMMA the yield on municipal securities traded between dealers.  Once complete, EMMA will display the same yield and price information currently available for customer trades. Reducing Underwriters Submissions. The Board would like to eliminate the need for municipal underwriters to submit data associated with new securities both to EMMA and to another platform.  To that end, the MSRB will begin necessary technology development and rulemaking to create a straight-through-processing system between EMMA and the New Issue Information Dissemination System operated by the DTCC that will increase market efficiency and reduce chances for data errors. Electronic Trading Systems. Another priority for the MSRB in the coming year is to evaluate electronic trading systems to determine whether the rules governing their operation should be updated.  As a precursor to this work, the Board will seek public comment on updating the MSRB’s definition of so-called “sophisticated municipal market professional” (SMMP). The current definition of an SMMP was intended to ensure that only the most sophisticated investors were likely to use electronic trading systems.  However, muni market information has since become much more widely available though EMMA, and FINRA recently updated its rules on suitability for institutional accounts.  Accordingly, changes are needed in the SMMP definition to reflect these developments. Underwriters’ Duties to Issuers of Muni Securities. The Board reviewed comments on an earlier notice regarding U/W's duties to issuers of municipal securities, and it agreed to require more robust disclosures about the role of the underwriter and clarification of the types of risk disclosures required to be provided to underwriters’ municipal issuer clients.  A proposed rule amendment will be submitted. Finally, the MSRB Board met with FINRA Chairman and CEO Richard Ketchum and senior FINRA staff to discuss close cooperation between the two regulatory authorities in a coordinated examination and enforcement support. The Board of Directors next meets on in 2012, on 1/25-27. For further details on the latest quarterly meeting, go to:   [MSRB Press Release, 10/31/11]