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Since its founding, Chapman and Cutler LLP has been one of the country's preeminent law firms in state and municipal finance. Dozens of lawyers comprise the firm's Public Finance Group, primarily serving as bond counsel or underwriter's counsel on public finance transactions throughout the United States.
Attorneys in the Group work as a team with colleagues in the firm's banking, tax, securities and bankruptcy and workout areas. Firm attorneys from other disciplines join the team whenever a significant public finance transaction warrants their involvement.
The firm's public finance clients include state governments, state agencies and authorities, counties, cities, villages, towns, school districts and other special purpose districts and municipal non-profit corporations and authorities located across the country. In addition, attorneys in the Public Finance Group frequently serve as counsel to the leading national and regional investment banking firms in the underwriting or remarketing of state and local government obligations.
The experience and ability of the firm's attorneys who devote their practice to municipal finance is widely recognized. Attorneys in the Public Finance Group frequently draft, review and lobby for new legislation that enhances the debt-issuing capabilities of the firm's clients. The Group's broad national presence and experience enable it to deal easily with complex transactions and to develop innovative financing structures.
Anna M. Anderson
Latrice M. Baptiste
Erin P. Bartholomy
John F. Bibby
Douglas A. Bird
Ryan D. Bjerke
Ryan J. Bowen
Sarah A. Breitmeyer
Nancy A. Burke
James C. Burr
Robert L. Capizzi
Paul D. Carman
Michael W. Cavino
Jacquelyn Cerasuolo
David J. Cholst
Richard A. Cosgrove
Amy Cobb Curran
Stephanie B. DiSilvestro
Walter L. Draney
Aaron S. Eisenberg
Brent L. Feller
David M. Field
Kent M. Floros
Katherine A. Gale
Thomas N. Glushko
Cedric A. Gordon
Kyle W. Harding
James Heiser
Kristin Walsh Hilson
Juliet H. Huang
Matthew P. Huebsch
Eric T. Hunter
R. William Hunter
Gamal Hyppolite
Evelyn Anderson Irwin
Rachael Jensen
David J. Kates
Gregory A. Klamrzynski
Chief Executive Partner
Jennifer Russano Koltse
Kelly K. Kost
Jennifer L. Krah
Colleen A. Kushner
M. Joel Laub
Ronni A. Martin
Timothy P. Mohan
Nora O'Brien
Melissa S. O'Connor
Kevin M. O'Neill
Nathan H.B. Odem
Seema G. Patel
Hillary D. Phelps
Christopher J. Preston
Kevin W. Reckamp
Megan C. Rudd
Lauren D. Rushing
Joseph Saverino
Robert D. Stephan
Preston T. Swapp
Carol Thompson
Karen R. Thompson
Richard K. Tomei
Anjali Vij
Christopher F. Walrath
Lawrence E. White
Public Finance Updates
NABL U Presents The Institute
Chapman's Hillary Phelps is serving as Vice Chair of the National Association of Bond Lawyers (NABL) U Presents The Institute.
The Internal Revenue Service ("IRS") has released a revised Form 8038‑CP, Return for Credit Payments to Issuers of Qualified Bonds, including new Schedule A, Specified Tax Credit Bonds Interest Limitation Computation and related instructions. The form and instructions were updated to accommodate electronic filing of Form 8038‑CP in 2022.
Utah School Board Association 2022 Conference
Chapman's Ryan Bjerke is attending the Utah School Board Association 2022 Conference.
Illinois GFOA Virtual Roundtable
Chapman's Larry White joins industry leaders at an Illinois Government Finance Officers Association (IGFOA) Virtual Roundtable discussion.
Tax-Exempt Bond Securitization
Journal of Taxation of Financial Products
This article in the Journal of Taxation of Financial Products outlines tax-exempt municipal debt securitization transactions and associated tax issues. Chapman authors, David Nirenberg, Brent Feller, and Steven Kopp, provide an in-depth look at the primary tax issues for parties to both single-class and multiple-class tax-exempt bond securitization transactions.
501(c)(3) Bonds
Municipal Issuers
NFMA Introduction to Municipal Bond Credit Analysis Webinar Series
Chapman attorney Sharone Levy will be speaking at the National Federation of Municipal Analysts (NFMA) Introduction to Municipal Bond Credit Analysis Webinar Series.
US P3 Forum
Chapman is sponsoring and attorney Joe Saverino is speaking at the US P3 Forum.
The Bond Buyer's California Public Finance Conference
Chapman attorney Rick Cosgrove is speaking at The Bond Buyer's California Public Finance Conference.
NABL's The Workshop: Hybrid 2021
Chapman attorney Juliet Huang will serve as Second Vice Chair of The Workshop: Hybrid 2021, hosted by the National Association of Bond Lawyers (NABL). Chapman attorneys Sarah Breitmeyer, Nancy Burke, Brent Feller, Katherine Gale, and Sharone Levy will be speaking at the event.
SEC Charges School District and Former CFO with Materially Misleading Investors
On September 16, 2021, the Securities and Exchange Commission charged Sweetwater Union High School District, a San Diego County, California, school district serving approximately 47,000 students, and its former Chief Financial Officer, Karen Michel, with making material misstatements and omissions in connection with the District's April 2018 $28 million bond issue.
Illinois GFOA Annual Conference
Chapman attorney Larry White spoke at the Illinois Government Finance Officers Association (GFOA) Annual Conference.
Screening for ESG Criteria in Lending and Investment Transactions
Lenders and investors are taking different approaches to building ESG portfolios based on the entity's own preferences and values. However, one widely used tool involves screening of select assets or transactions that align with those values.
Potential Federal Tax Reissuance Concerns Involving a Transition from LIBOR to an Alternate Rate
Futures & Derivatives Law Report
In 2017, the Financial Conduct Authority, the U.K. authority that oversees the London interbank offered rate, announced that LIBOR may be phased out after the end of 2021. The announcement applied to all currency and term variants of LIBOR, including U.S. dollar denominated LIBOR.
2022 General Primary Election Date Changes to June 28, 2022
The date of the General Primary Election to be held in 2022 has been changed from March 15, 2022, to June 28, 2022. On May 31, 2021, the Illinois General Assembly adopted Senate Bill 825, which became Public Act 102-0015 after being signed into law by the Governor on June 17, 2021.
PACENation Summit 2021
Chapman attorney David Sykes spoke at PACENation Summit 2021.
2021 NALHFA Virtual Conference
Chapman attorney Ryan Bowen, Bren Feller, and Evelyn Irwin attended the 2021 National Association of Local Housing Finance Agencies (NALHFA) Virtual Conference.
Utah League of Cities and Towns 2021 Midyear Conference
Chapman attorney Ryan Bjerke will be attending the virtual Utah League of Cities and Towns 2021 Midyear Conference.
U.S. Commits to Cutting Carbon Emissions in Half by 2030
At today's Earth Day Climate Summit, President Joe Biden announced to world leaders that the United States is committed to cutting its greenhouse gas emissions by 50% to 52% from 2005 levels by 2030.
Loan Associations Publish Social Loan Principles
Last week the Loan Syndications and Trading Association, the Loan Market Association, and the Asia Pacific Loan Market Association jointly published their first ever Social Loan Principles.
NABL U Now Webinar
Chapman attorney David Cholst spoke at a National Association of Bond Lawyers U Now webinar.
SEC Poised to Take Action on ESG and Climate Change Issues
The Securities and Exchange Commission this month announced that the Divisions of Corporation Finance, Examinations, and Enforcement are all undertaking climate or ESG-related initiatives.
AGLF Webinar
Chapman attorneys Jim Heiser and Juliet Huang spoke at an Association for Governmental Leasing and Finance webinar.
Illinois ASBO Bookkeepers Conference
Chapman attorney Larry White spoke at the Illinois Association of School Business Officials (ASBO) Bookkeepers Conference.
NABL's The Institute
Chapman attorneys Brent Feller, Juliet Huang, and Hillary Phelps spoke at The Institute, hosted by the National Association of Bond Lawyers.
ESG Investing to Continue Growth in 2021 under Biden Administration
Environmental, Social and Governance investing in the United States has reportedly reached an estimated $250 billion in assets under management and is expected to see continued growth in 2021 and beyond.
Moody's New Rating Methodology for US School Districts
On January 26, Moody's Investors Service announced it had published a new methodology for rating US public school districts that provide education or educational services.
Sarah Breitmeyer and David Cholst Named Bloomberg Tax and Accounting's Federal Tax Portfolio Authors of the Year
Chapman attorneys Sarah Breitmeyer and David Cholst were named the Federal Tax Portfolio Authors of the Year by Bloomberg Tax & Accounting.
The Bond Buyer's 2020 P3 Deal of the Year
Chapman served as counsel to the underwriter in connection with a first-of-its-kind $236 million tax-exempt "receivables" financing of the Lincoln South Beltway public-private partnership project, which was named The Bond Buyer's 2020 P3 Deal of the Year.
Chapman's Ryan Bowen Named TALHFA 2020 Member of the Year
Ryan Bowen, a partner in Chapman's National Public and Health & Education Finance Department, was named the Texas Association of Local Housing Finance Agencies 2020 Member of the Year in recognition of his work on behalf of housing issuers in the State of Texas.
The Bond Buyer's California Public Finance Conference
Chapman attorney Rick Cosgrove spoke at The Bond Buyer's California Public Finance Conference.
CMS Announces Eased Repayment Terms for Medicare Accelerated and Advance Payment Program Loans
Under the expanded Medicare Accelerated and Advance Payments Program, more than 22,000 Medicare Part A providers and 28,000 Medicare Part B suppliers requested and received accelerated or advance payments from the Centers for Medicare & Medicaid Services to help ease financial strain and uncertainty caused by the COVID-19 pandemic.
Warbird Webinar: Debt Management During a Crisis
Chapman attorneys Amy Cobb Curran and David Kates participated in a webinar hosted by Warbird Consulting Partners.
Virtual US P3 Forum 2020
Chapman attorney Rick Cosgrove spoke at the Virtual US P3 Forum 2020.
NABL's The Workshop
Chapman attorneys Sarah Breitmeyer and David Cholst spoke at the National Association of Bond Lawyers's The Workshop.
Illinois GFOA Educational Webinar
Chapman attorney Sarah Breitmeyer spoke at an Illinois Government Finance Officers Association Educational Webinar.
Chapman attorney Brent Feller spoke at the 2020 National Association of Local Housing Finance Agencies Virtual Conference.
In 2017, the UK authority that oversees the London interbank offered rate, announced that LIBOR may be phased out after the end of 2021. The announcement applied to all currency and term variants of LIBOR, including US dollar denominated LIBOR.
SEC Grants Municipal Advisors a Temporary Exemption from Broker Registration for Certain Direct Placement Activities
On June 16, the Securities and Exchange Commission issued an order granting registered municipal advisors an emergency, temporary conditional exemption from broker registration under Section 15 of the Securities Exchange Act of 1934 in connection with certain direct placement activities.
Governor Approves Amendments to the Open Meetings Act for Public Meetings Held during a Disaster
The General Assembly passed Senate Bill 2135 on May 23 and the Governor signed the same on June 12. The Act provides greater flexibility for public bodies to conduct business remotely when in-person attendance is not feasible due to a disaster.
Federal Reserve Bank of New York Issues Updated Notice of Interest for Municipal Liquidity Facility
On June 11, the Federal Reserve Bank of New York issued an updated Notice of Interest for the Municipal Liquidity Facility to reflect the expansion of eligibility for the facility.
Federal Reserve Expands Eligibility for Its Municipal Liquidity Facility
On June 3, the Federal Reserve announced expanded eligibility for its Municipal Liquidity Facility. Under the new terms, a State that does not have at least two total counties or cities that meet the minimum population requirements will be able to identify a city or county to be an Eligible Issuer.
Amendments to the Open Meetings Act for Public Meetings Held during a Disaster
On May 23, the General Assembly passed Senate Bill 2135, providing for amendments to Sections 2.01 and 7 of the Open Meetings Act of the State of Illinois. The changes provide greater flexibility for public bodies to conduct business remotely when in-person attendance is not feasible due to a disaster.
Federal Reserve Releases Amended Term Sheet and Updated FAQs for Its Municipal Liquidity Facility
The Federal Reserve today issued an amended term sheet establishing pricing criteria for its Municipal Liquidity Facility last described in our April 29 Client Alert. The Federal Reserve Bank of New York also issued today a revised FAQs for the facility.
SEC Chairman and Director of the Office of Municipal Securities Encourage COVID-19 Disclosures in the Municipal Securities Market
On May 4, the SEC Chairman and the Director of the Office of Municipal Securities issued a public statement encouraging issuers, conduit borrowers and other obligated persons of municipal securities to make disclosures describing the effects of the COVID‑19 pandemic on their finances and operations.
Treasury Department Issues Guidance and FAQs on Relief Funds for State and Local Governments
Treasury Department guidance issued on April 22 summarizes three requirements for the use of payments from the Coronavirus Relief Fund. On May 4, FAQs were issued that "supplements" the guidance by answering a long series of questions about Eligible Expenditures and a shorter list of questions about the Administration of Fund Payments.
Federal Reserve Announces Changes to Its Municipal Lending Facility
On April 27, the Federal Reserve issued a press release announcing changes to the Municipal Lending Facility described in previous client alerts. At the same time, the Federal Reserve Bank of New York, as sole Reserve Bank lender for the facility, issued a FAQs for the facility.
$484 Billion Stimulus Bill Replenishes Paycheck Protection Program and Provides Additional Funding for Health Care Providers and Coronavirus Testing
The Paycheck Protection Program and Health Care Enhancement Act was signed into law today. This alert summarizes key portions of the Act and recently released information from the Department of Health and Human Services explaining its plans to allocate and distribute the Provider Relief Fund money.
Questions and Answers about the Municipal Liquidity Facility Established by the Federal Reserve under the CARES Act
April 22, 2020 (Updating an April 13, 2020 Client Alert)
On April 9, the Federal Reserve issued term sheets for six "new" funding facilities under the CARES Act. This client alert describes in detail the Municipal Liquidity Facility.
Federal Reserve Announces Six New Funding Facilities Based on CARES Act Authorizations
Earlier today the Federal Reserve announced it would establish six new funding facilities supported by Treasury funding authorized by Section 4003(b)(4) of the CARES Act.
Capital & Liquidity Standards
Modifications of Tax-Exempt Bond Provisions May Cause a Reissuance of Bonds
In these uncertain times, parties to bond documents (including documents such as continuing covenant agreements) may wish to waive, modify or renegotiate certain provisions, including the forbearance and deferral of debt service, the waiver of provisions or the exercise of certain options.
Federal Reserve Bank of New York Announces April 14, 2020, Start Date for Purchases of Commercial Paper under Commercial Paper Funding Facility and Post FAQs for Program
The Federal Reserve Bank of New York has posted FAQa for the Commercial Paper Funding Facility described in our March 19 client alert, and amended as described in our March 24 client alert.
Federal Reserve Posts FAQ and Borrowing Documents for Money Market Liquidity Facility
The Federal Reserve has established a webpage that provides links to a FAQ and other documents for the Money Market Fund Liquidity Facility described in earlier Chapman client alerts.
Small Business Administration: The Paycheck Protection Program under the CARES Act
April 1, 2020 (Updating a March 31, 2020 Client Alert)
This client alert has been updated from our March 31, 2020 client alert to reflect guidance from the U.S. Treasury Department and the Small Business Administration.
The CARES Act—Notable Provisions for Institutions of Higher Education
The $2 trillion stimulus bill is the largest stimulus bill in U.S. history and Congress' third major piece of legislation to address the COVID-19 crisis. This client alert summarizes notable CARES Act provisions for Institutions of Higher Education.
The CARES Act – Notable Provisions for Health Care Businesses
The Coronavirus Aid, Relief, and Economic Security Act, a bill designed to provide financial support and resources to individuals and businesses affected by COVID-19 pandemic, was signed into law on March 27. This client alert summarizes notable CARES Act provisions for health care businesses, including hospitals and physician practices.
New Financial Support Programs for Businesses, States, and Municipalities in CARES Act
This Client Alert focuses on some major programs established by the Coronavirus Aid, Relief, and Economic Security Act to financially support, through loans or grants, (1) small businesses, (2) larger businesses, and (3) states and municipalities.
Chapman Partner Hillary Phelps Named to MSRB's Market Transparency Advisory Group
Today, Chapman Partner Hillary Phelps was named a member of the Municipal Securities Rulemaking Board's Market Transparency Advisory Group.
Federal Reserve Amends Money Market Fund Liquidity Facility to Include Additional Collateral
On March 23, the Federal Reserve issued further amendments to add negotiable certificates of deposit and all short-term municipal securities to the list of eligible collateral.
Federal Reserve Amends Pricing, Adds Municipal Issuers, and Makes Other Changes for Recently Established Commercial Paper Funding Facility
On March 23, the Federal Reserve added municipal issuers and amended the pricing for the commercial paper funding facility announced on March 17 and issued other "program terms and conditions" posted on the website of the Federal Reserve Bank of New York.
Federal Reserve Announces Extensive New Measures to Support the Economy
This morning, the Board of Governors of the Federal Reserve System announced sweeping actions to help the economy.
Federal Reserve Establishes Special Commercial Paper Backstop and Primary Dealer Funding Facilities
On March 17, the Federal Reserve Board announced the establishment of two emergency funding facilities that closely mirror facilities established in 2008 during the last financial crisis in providing liquidity to both short and long term funding markets.
To Improve Transparency, SEC Approves Addition of Submission Calculator to MSRB's EMMA System Website
On February 18, the SEC issued an order approving a proposed MSRB rule change updating the MSRB's Electronic Municipal Market Access system website.
MSRB
SEC Staff Issues Guidance on Public Statements of Municipal Issuers
On February 7, the SEC Office of Municipal Securities published Staff Legal Bulletin No. 21 that addresses the application of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934.
SEC Committee Makes Recommendations Regarding Timeliness of Financial Disclosures in the Municipal Securities Market
On February 10, the SEC's Fixed Income Market Structure Advisory Committee approved a series of recommendations designed to improve the timeliness of disclosure in the municipal securities market.
New Form 8038-CP for Direct Pay Bonds
The IRS has released a new Form 8038-CP, Return for Credit Payments to Issuers of Qualified Bonds, along with new instructions. Form 8038-CP is used by issuers to claim payments from the federal government representing all or a portion of interest payable on direct pay bonds
2020 IAPD / IPRA Soaring to New Heights Conference
Chapman attorneys Kent Floros, Kyle Harding, and Anjali Vij spoke at the 2020 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights Conference.
The Bond Buyer's 2019 Deal of the Year
Chapman is proud to have served as counsel to the banks and swap providers on a $6.5 billion financing that was named The Bond Buyer's 2019 Deal of the Year at an awards ceremony held December 4 in New York.
Illinois ASBO Debt A-Z Academy
Chapman attorneys Hillary Phelps and Anjali Vij spoke at the Illinois ASBO Debt A-Z Academy.
2019 IAPD Legal Symposium
Chapman attorney Kelly Kost spoke at the 2019 IAPD Legal Symposium.
27th Annual TALHFA Educational Conference
Chapman attorney Ryan Bowen spoke at the 27th Annual Texas Association of Local Housing Finance Agencies Educational Conference.
Chapman attorneys Juliet Huang and Hillary Phelps spoke at The Bond Buyer's California Public Finance Conference.
The Bond Buyer Names Hillary Phelps a 2019 "Rising Star"
Hillary Phelps, a partner in Chapman's National Public and Health & Education Finance Department, was named a 2019 "Rising Star" at The Bond Buyer's California Public Finance Conference.
Chapman attorneys Nancy Burke and Juliet Huang spoke at The Workshop, which was presented by the National Association of Bond Lawyers.
Chapman attorneys Larry White and Seema Patel spoke at the Illlinois Government Finance Officers Association Annual Conference.
Illinois's First Commercial PACE Financing
Chapman served as special counsel to an Illinois county in the state's first transaction under a commercial property assessed clean energy (PACE) financing program, which allows property owners to obtain upfront financing from private capital providers for energy efficiency and renewable energy projects in new and existing buildings.
First Circuit Panel Upends Protections Available to Special Revenue Bondholders
Pratt's Journal of Bankruptcy Law
In a decision that upends the expectations of the municipal bond market, a three-judge panel of the U.S. Court of Appeals for the First Circuit has ruled that the "special revenue" provisions of the U.S. Bankruptcy Code do not compel the payment of debt service on certain municipal bonds during the pendency of a bankruptcy proceeding.
Secured Creditors
Illinois Municipal Treasurers Association Annual Conference
Chapman attorney Joe Saverino spoke at the Illinois Municipal Treasurers Association Annual Conference.
US P3 Forum 2019
Chapman attorney Rick Cosgrove spoke at the US P3 Forum 2019.
The Bond Buyer's Midwest Municipal Market Conference
Chapman attorneys Laura Appleby, Dan Bacastow, Rick Cosgrove, and Juliet Huang spoke at The Bond Buyer's Midwest Municipal Market Conference.
39th Annual AGLF Conference
May 8–10, 2019
Chapman attorney Juliet Huang spoke at the 39th Annual Association for Governmental Leasing and Finance Conference.
2019 Illinois ASBO Annual Conference
Chapman attorneys Kyle Harding and Anjali Vij spoke at the 2019 Illinois Association of School Business Officials Annual Conference.
ICCCFO Spring Conference
Chapman attorney Sharone Levy spoke at the Illinois Community College Chief Financial Officers Spring Conference.
Fraud Charges against College Official Include Materially Misleading Continuing Disclosure Filing
On March 28, the Securities and Exchange Commission charged the former controller of the College of New Rochelle, a New York-based not-for-profit college, with violating, and aiding and abetting violations of, the antifraud provisions of the federal securities laws.
The Results Act: Federal Funding Available to Tackle Social Challenges
Pension shortfalls. Crumbling infrastructure. Wage pressures. These are only a few of the budgetary pressures facing state and local governments. It's no surprise that, with so many demands on limited tax dollars, funds needed to address social problems are being diverted.
2019 Chicago Women in Public Finance Conference
Toi Hutchinson, Chapman's Director of Community Relations and Social Responsibility, spoke at the 2019 Chicago Women in Public Finance Conference.
Chapman attorneys Sarah Breitmeyer and Brent Feller spoke at the National Association of Bond Lawyers's The Institute.
New Reporting Requirements for our Illinois Governmental Clients
Effective February 27, 2019, there are two new reportable events for which an issuer must provide notice to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) website.
SEC Rule 15c2-12 Amendment Effective Date
The SEC Rule 15c2-12 amendments will be effective on and after February 27, 2019 with the effect described in the Release. In addition, the Release describes the SEC's position on certain material financial obligations that may have an impact on primary offerings in addition to disclosures of reportable events made in the future under Rule 15c2-12.
Chapman attorneys Kyle Harding and Anjali Vij spoke at the 2019 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights Conference.
Sixth Circuit Weighs in on the Meaning of "Governmental Unit"
A recent court decision has provided guidance regarding the meaning of "governmental unit" under the U.S. Bankruptcy Code.This determination is important because if it is a "governmental unit," an entity would only be eligible to file a bankruptcy petition if it is a "municipality" under the Bankruptcy Code and meets the other eligibility requirements for filing a municipal bankruptcy petition.
SEC Concludes Enforcement Action against Town of Ramapo and its Officials
In October, the U.S. District Court for the Southern District of New York entered a final judgment against Christopher St. Lawrence, the former Supervisor of the Town of Ramapo, New York and Director of Finance and President of the Ramapo Local Development Corporation.
More Cautionary Tales in Puerto Rico's Restructuring
A decision by the Court overseeing Puerto Rico's bankruptcy-like Title III proceeding has reiterated what every secured creditor understands — perfection matters. The Court found that bondholders holding $2.9 billion in debt issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico were rendered unsecured due to inadequate financing statements.
Chapman attorneys Juliet Huang and Nate Odem spoke at The Bond Buyer's California Public Finance Conference.
IASA 2018 Annual Conference
Chapman attorney Joe Saverino spoke at the Illinois Association of School Administrators 2018 Annual Conference.
NABL Bond Attorneys' Workshop
Chapman attorneys Sarah Breitmeyer, Ryan Bowen, Nancy Burke, David Cholst, and Juliet Huang spoke at the National Association of Bond Lawyers 43rd Annual Bond Attorneys' Workshop.
NAHEFFA 2018 Fall Conference
Chapman attorney Dan Bacastow spoke at the National Association of Health and Educational Facilities Finance Authorities Fall 2018 Conference.
Federal Banking Regulators Issue Interim Final Rule on Treatment of Certain Municipal Obligations as HQLA
On August 22, the three federal banking agencies issued an interim final rule implementing the May 2018 banking law's requirement that investment grade, liquid and readily marketable municipal obligations be treated as Level 2B "high quality liquid assets" under the liquidity coverage ratio rule.
SEC Adopts Amendments to Rule 15c2-12
On August 20, the SEC issued Release No. 34-83885 adopting amendments to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The amendments add two new events to the list of reportable events for which an issuer or obligated person must provide notice to the MSRB's Electronic Municipal Market Access website.
Chapman attorneys Rick Cosgrove and Juliet Huang spoke at The Bond Buyer's Midwest Municipal Market Conference.
2018 US P3 Infrastructure Forum
Chapman attorney Rick Cosgrove spoke at the 2018 US P3 Infrastructure Forum.
2018 NAHEFFA Quad State Plus Conference
Chapman attorneys Dan Bacastow and Nancy Burke spoke at the 2018 NAHEFFA Quad State Plus Conference.
NFMA 35th Annual Conference
May 29–June 1, 2018
Chapman attorney Rick Cosgrove spoke at the National Federation of Municipal Analysts 35th Annual Conference.
2018 AGLF Annual Conference
Chapman's Juliet Huang and Toi Hutchinson spoke at the 2018 Association for Governmental Leasing and Finance Annual Conference.
2018 IASBO Annual Conference
Chapman attorneys Erin Bartholomy, Kent Floros, Kyle Harding, and Anjali Vij spoke at the 2018 Illinois Association of School Business Officials Annual Conference.
April 18–20, 2018
Chapman attorneys Erin Bartholomy and Sharone Levy spoke at the Illinois Community College Chief Financial Officers (ICCCFO) Spring Conference.
Defaulted Securities: The Guide for Trustees and Bondholders
Chapman's "Defaulted Securities: The Guide for Trustees and Bondholders" advances understanding and consideration of issues related to trustees and bondholders in both corporate and municipal financings.
Trust Indenture Act
The Rooftops Conference Chicago
Chapman attorney Dan Bacastow spoke at the Rooftops Conference Chicago.
NABL's Tax and Securities Law Institute
Chapman attorney Juliet Huang spoke at the National Association of Bond Lawyers' Tax and Securities Law Institute.
Tax Cuts and Jobs Act Would Eliminate Advance Refunding Bonds, Tax Credit and Direct Pay Bonds, Would Retain Private Activity Bonds and Stadium Bonds
On December 15, House and Senate conferees reached an agreement on the Tax Cut and Jobs Act and released the final version of the Bill, which is expected to be voted on this week in the House and Senate.
Excise Tax on Compensation Paid by Tax-Exempt Organizations Under Pending Tax Bill
Both the House and Senate versions of the Tax Cuts and Jobs Act include a new provision that would impose an excise tax on the compensation paid by certain tax-exempt organizations if the compensation to a covered employee is more than $1 million.
Senate Bill 851: Property Tax Freeze
Legislation recently passed by the Illinois House could impact every taxing district in the State if it ultimately becomes law. Senate Bill 851, which amends the Property Tax Extension Limitation Law, implements a tax freeze for certain taxing districts, and authorizes the implementation of a tax freeze for other taxing districts pursuant to referendum.
Proposed House Tax Bill Would Eliminate All Private Activity Bonds (Including Qualified 501(c)(3) Bonds), Tax Credit Bonds (Including Direct Pay Bonds), and Advance Refundings
On November 2, Representative Brady released the proposed text of the long-awaited federal income tax reform bill. If enacted into law, the bill would eliminate all tax-exempt private activity bonds, tax credit bonds and all tax-exempt advance refunding bonds.
Withdrawal of Proposed Regulations Covering Political Subdivisions
The United States Treasury Department has withdrawn proposed regulations dealing with the definition of "political subdivisions" for purposes of the tax-exempt bond provisions of the federal tax law. Political subdivisions are divisions of state or local governmental units that can issue federally tax-exempt bonds.
Puerto Rico Court Recognizes Limit to Bankruptcy Code's Statutory Lien Definition
October 5, 2017 (Originally Published September 14, 2017)
Westlaw Journal Bankruptcy
Following a recent decision by the Court overseeing the Commonwealth of Puerto Rico's bankruptcy-like Title III proceeding, bondholders should continue to pay close attention to the pledge securing their bonds to determine how those bonds would be treated in a bankruptcy proceeding.
MSRB Announces Market Advisory on Selective Disclosure
The Municipal Securities Rulemaking Board recently issued a market advisory to increase awareness among market participants, including issuers and obligated persons, of the importance of disclosing material information fairly, equitably and in the public domain.
Chapman Attorneys Draft Proposals to Improve US Infrastructure Through Tax Reform
Chapman Partner David Cholst chaired and Partner Sarah Breitmeyer served on a National Association of Bond Lawyers task force that produced proposals to improve US infrastructure through tax reform.
SEC Charges Issuer, Underwriter and Related Parties in First Post-MCDC Enforcement Actions
On August 23, the Securities and Exchange Commission announced settlements in enforcement actions against the Beaumont Financing Authority; Alan Kapanicas, the former executive director of BFA; O'Connor & Company Securities Inc., the underwriter of the BFA obligations; and Anthony Wetherbee, the co-founder and former primary investment banker of O'Connor Securities.
MCDC Initiative
Former Ramapo, New York Director of Finance Guilty of Criminal Fraud
The former Director of Finance for Ramapo, New York, was found guilty by a federal jury of 20 counts of conspiracy, securities fraud and wire fraud in connection with municipal bonds issued by the Town and by the Ramapo Local Development Corporation, a local not-for-profit corporation to further economic development in the Town.
Treasury Report Recommends Certain Municipal Obligations as HQLA
On June 12, the Department of Treasury issued the first report in a series regarding regulation of the financial system. The report recommends that high-grade municipal bonds be categorized as Level 2B liquid assets instead of generally being excluded as HQLA currently.
Comments on the History of Tax-Exemption of Interest on State and Local Bonds
The American Bar Association's Section of Taxation submitted a white paper on the history of the tax-exemption of interest on state and local bonds to the Internal Revenue Service.
Comment Letter
Chapman's David Cholst Drafts Comment Letter to the IRS Regarding the Definition of Political Subdivisions
Chapman attorney David Cholst served as drafting counsel on a comment letter submitted to the Internal Revenue Service by the American Bar Association's Section of Taxation.
Inroads to Innovation: State Adoption of Pay for Success Legislation
This white paper addresses pay for success legislation that has been adopted at the state level, pointing out the various functions of the pay for success financing structure and how individual states have treated these components within their legislation.
What to Do When the IRS Writes: IRS to Implement New Information Collecting Process for Bond Audits
The Tax Exempt and Government Entities Division of the Internal Revenue Service announced changes to the information document request process in tax-exempt bond and tax-advantaged bond examinations.
SEC Issues Proposal to Amend Rule 15c2-12
On March 1, the Securities and Exchange Commission issued a release seeking comments on proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended.
A Sea Change in the Municipal Industry (Update)
The municipal industry has seen a significant change in recent years with the increased activity of the SEC Enforcement Division and, in particular, its Public Finance Abuse Unit. This is an updated version of an article Chapman attorney Kelly Kost authored for the October 2016 issue of the Illinois GFOA Newsletter.
IRS Modifies Management Contract Guidelines for Tax-Exempt Bonds
On January 17, 2017, the Internal Revenue Service released new safe harbor guidelines for determining whether a management contract results in private business use of property for purposes of the federal income tax rules relating to tax-exempt bonds.
Port Authority Settles SEC Charges of Inadequate Disclosure for $400,000
On January 10, 2017, the Securities and Exchange Commission (SEC) issued a cease-and-desist order (Order) to the Port Authority of New York and New Jersey (Port Authority) under which the Port Authority acknowledged that it acted negligently in failing to disclose certain risks in official statements for over $2.3 billion of bonds issued between January 2012 and June 2014.
SEC Ends Settlements under Its MCDC Initiative
In a December 13 interview, the chief of Securities and Exchange Commission's public finance abuse unit stated that the SEC does not expect to recommend any further settlements under its Municipalities Continuing Disclosure Cooperation initiative. Instead, the public finance abuse unit will focus on those issuers and underwriters that did not self-report disclosure violations under the initiative.
Chapman served as Special Counsel to the underwriters of the San Diego Unified School District bond financing that was named The Bond Buyer's 2016 Deal of the Year.
Chapman Represents Network of Not-for-Profit Service Providers in the State of Illinois' First Pay for Success Initiative
Chapman is representing a consortium of social service agencies in the State of Illinois' first pay for success initiative, which seeks to improve the lives of youth who are dually-involved in both the child welfare and juvenile justice systems.
A Sea Change in the Municipal Industry
Illinois GFOA Newsletter
The Municipal Continuing Disclosure Cooperation initiative, as named by the Securities and Exchange Commission in March, 2014, has attracted much attention in the municipal industry and with good reason.
IRS Releases New Management Contract Guidelines for Tax-Exempt Bonds
On August 22, the Internal Revenue Service released new safe harbor guidelines for determining whether a management contract results in private business use of property for purposes of the federal income tax rules relating to tax-exempt bonds.
SEC Settles with 71 Municipal Issuers and Obligated Persons under Its MCDC Initiative
On August 24, 2016, the Securities and Exchange Commission issued cease-and-desist orders to 71 municipal issuers and obligated persons in response to voluntary self-reporting of potential misrepresentations in municipal bond offering documents regarding compliance with prior disclosure obligations under the SEC's Municipalities Continuing Disclosure Cooperation initiative.
Final Arbitrage Regulations Released
On July 18, the U.S. Treasury and the Internal Revenue Service published final arbitrage regulations that contain revisions to the tax-exempt bond regulations relating to, among other things, working capital financings.
Illinois ASBO Recognizes the Career of Chapman Partner Lynda Given (Video)
The Illinois Association of School Business Officials produced a video in recognition of Chapman attorney Lynda Given's work on behalf of Illinois school districts.
Proposed Regulations Concerning Political Subdivisions
The Internal Revenue Service recently released proposed regulations concerning the definition of a "political subdivision" for purposes of tax-exempt financing.
Recent IRS Regulations Involving Mixed-Use Projects Financed With Tax-Exempt Bonds Very Beneficial to 501(c)(3) Health Care Organizations
Bloomberg BNA's Health Law Reporter
On Oct. 27, 2015, the United States Treasury Department and the Internal Revenue Service published long-awaited final regulations that provide welcome guidance to 501(c)(3) health care organizations that are borrowers of qualified 501(c)(3) bonds.
SEC Targets Public Issuer and Officials for Misleading Statements in an Offering Document
On March 9, 2016, the U.S. Securities and Exchange Commission issued a cease and desist order against Westlands Water District, a public agency of the State of California, the District General Manager and General Counsel, and the former District Assistant General Manager.
GFOA Alerts Issuers to SEC Activity on MCDC Initiative
On February 10, 2016, the Government Finance Officers Association alerted its members that the Enforcement Division of the Securities and Exchange Commission has begun contacting issuers in connection with its Municipalities Continuing Disclosure Cooperation initiative.
SEC Settles with 14 Underwriting Firms under the Third Round of its MCDC Initiative
On February 2, 2016, in the third round of settlements with underwriters under its Municipalities Continuing Disclosure Cooperation initiative, the Securities and Exchange Commission issued cease-and-desist orders to 14 underwriting firms.
Illinois State Board of Education Approves Allocation Guidelines for QSCBs
Today, the Illinois State Board of Education approved allocation guidelines and an application process for Qualified School Construction Bonds. Pursuant to such guidelines and process, ISBE expects to allocate $495,602,000 in volume limitation for QSCBs to school districts.
Final Allocation and Accounting Regulations Released
On October 26, 2015, the Department of the Treasury released Final Regulations on allocation and accounting, and certain remedial actions, for purposes of the private activity bond restrictions that apply to tax-exempt bonds.
IRS Priorities for Tax Exempt Bond Programs in FY 2016 – Reinstitution of Compliance Checks
On October 1, 2015, the Tax Exempt and Governmental Entities Division of the Internal Revenue Service released its Tax Exempt and Governmental Priorities for Fiscal Year 2016.
FINRA Revises Proposed Trade Confirmation Disclosure of Pricing Information in Retail Bond Transactions
The Financial Industry Regulatory Authority is requesting comment on a revised proposal to amend FINRA Rule 2232 governing trade confirmation disclosures. The amendments would require member firms to disclose a "reference price" on customer confirmations for principal transactions in corporate and agency debt securities with retail customers.
Bond Mark-ups/Mark-downs
SEC Approves FINRA Proposal to Require Hyperlinks to BrokerCheck on Broker-Dealer Websites
The Securities and Exchange Commission recently approved a proposed rule change by the Financial Industry Regulatory Authority, Inc. that would amend FINRA Rule 2210 to require each of a member's websites to include a readily apparent reference and hyperlink to BrokerCheck.
SEC Settles with 22 Underwriting Firms under the Second Round of its MCDC Initiative
On September 30, 2015, in the second round of settlements with underwriters under its Municipalities Continuing Disclosure Cooperation initiative, the Securities and Exchange Commission issued cease-and-desist orders to 22 underwriting firms.
Edward Jones Settles with SEC over Municipal Bond Underwriting Practices
On August 13, 2015, the Securities and Exchange Commission issued a cease-and-desist order against Edward D. Jones & Co., L.P., in response to alleged improper trading practices by the St. Louis-based broker-dealer.
IRS Releases Additional Information Concerning Sequester
The Internal Revenue Service Office of Tax Exempt Bonds has announced a new sequester reduction in amounts paid to issuers of direct pay bonds for which issuers elected to receive a direct payment from the U.S. Treasury pursuant to Section 6431 of the Internal Revenue Code.
Tax Freeze Passes Illinois Senate
Tax freeze legislation recently passed by the Illinois Senate would impact every taxing district in the State if it ultimately becomes law.
California Issuer Pays $1,013,000 in VCAP Settlement with IRS
On June 8, 2015, Long Beach Community College District in California paid the Internal Revenue Service $1,013,000 as a result of the private activity use of certain real property acquired by the District with proceeds of tax-exempt certificates of participation issued in 2001.
Annual Racial Nondiscrimination Filing Requirement for Exempt Private Schools
Private schools that are exempt from federal income taxation must file an annual information return with the IRS concerning their racial nondiscrimination policies. Schools that file the annual information return, Form 990, Return of Organization Exempt from Income Tax may satisfy this annual filing requirement on Schedule E.
Resolving a Small Mistake That Has Big Potential Consequences
Taxation of Exempts
Form 5578 is a half-page form simply certifying that a private school has complied with the racial nondiscrimination guidelines set forth by the Internal Revenue Service. The failure of a private school to annually file this form may jeopardize the school's tax-exempt status under Section 501(c)(3).
Memorandum Concerning the 2015 Proposed Issue Price Regulations
On June 24, 2015, Prop. Treas. Reg. §1.148-1(f) addressing the definition of "Issue Price" was published in the Federal Register. The Internal Revenue Service is accepting comments on the Proposed Regulation through September 22, 2015.
Part II: SEC Settles with 36 Underwriting Firms under its MCDC Initiative
On June 18, 2015, the Securities and Exchange Commission issued cease-and-desist orders to 36 underwriting firms in response to voluntary self-reporting of potential misrepresentations in municipal bond offering documents regarding compliance by issuers with prior disclosure obligations under the SEC's Municipalities Continuing Disclosure Cooperation initiative.
SEC Settles with 36 Underwriting Firms under its MCDC Initiative
On June 18, 2015, the Securities and Exchange Commission issued cease-and-desist orders to 36 underwriting firms in response to voluntary self-reporting of misrepresentations in municipal bond offering documents regarding compliance with prior disclosure obligations under its Municipalities Continuing Disclosure Cooperation initiative.
Securities Law Considerations for Higher Education Bonds
This Chapman and Cutler white paper provides a summary of, and practical guide to, the principal requirements of federal securities laws relating to municipal bonds. Much of the information discussed in this white paper applies to both higher education bonds and other municipal securities, while certain sections focus on securities laws as applied to the high education sector, in particular.
Fiscal 2016 Federal Budget Spells Out Obama Administration Proposals for Infrastructure Bonds
As indicated in our January 20, 2015 Client Alert, the Obama Administration previously announced in general terms its Fiscal Year 2016 budget plans with respect to the maintenance and improvement of US public infrastructure.
Obama Administration Announces Proposal for Qualified Public Infrastructure Bonds
On January 16, 2015, the Obama Administration announced in general terms its plans with respect to the maintenance and improvement of public infrastructure, including roads, bridges, ports, water purification plants, and reservoirs, all of which are deemed critical services by the Administration for consumers and businesses alike.
QZAB Program Extended
Congress recently authorized an additional $400 million of nationwide volume cap for the qualified zone academy bond program.
IRS Releases Guidance Expanding Management Contract Safe Harbors
Generally, federal tax laws restrict the use of tax-exempt governmental use bonds by nongovernmental, non-public users, which is referred to as "private business use."
SEC Charges Mayor as a "Control Person" in City's Fraudulent Municipal Offering
On November 6, 2014, the Securities and Exchange Commission announced that fraud charges had been issued against the city of Allen Park, Michigan, and two former city leaders.
IRS Releases Guidance on Private Business Use
On October 24, 2014, the IRS issued Notice 2014-67, Private Business Use of Tax-Exempt Bond Financed Facilities.
On October 24, 2014, the IRS issued Notice 2014-67, Private Business Use of Tax-Exempt Bond Financed Facilities. The Notice expands the management contract safe harbor guidelines of Revenue Procedure 97-13 to permit certain productivity awards and liberalizes the requirements for certain types of 5-year contracts that will not result in private business use.
Elements of an Effective Whistleblower Hotline
The Harvard Law School Forum on Corporate Governance and Financial Regulation
An article based on a recent Chapman Client Alert was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation.
MCDC Initiative Self-Reporting Deadline Approaches for Issuers and Obligated Persons
Issuers and obligated persons are reminded of the approaching deadline for self-reporting materially inaccurate representations in offering documents regarding compliance with continuing disclosure undertakings.
Notable Engagements
First-of-Its-Kind Green Bond Financing
Innovations in Broadband Access
Unique Private Placement Involving a Bank Direct Purchase
The Bond Buyer's 2019 Deal of the Year
The Bond Buyer's Inaugural P3 Deal of the Year
Illinois's First C-PACE Financing
First US Pay for Success Financing Supporting Veterans with PTSD
P3 Financing — I-95/I-395 Express Lanes Project


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Massachusetts requires you to appoint and maintain an in-state Registered Agent.
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