DIVER 15c2-12 Disclosure Management for Municipal Issuers
The SEC is holding issuers and their officials accountable for 15c2-12 disclosure management failures. Underwriters are demanding more complete disclosure and policies, procedures and processes to gain comfort around your practices. This is the new normal when it comes to the municipal bond marketplace.
DIVER Disclosure Management tools help maximize access to capital markets and minimize regulatory risks.
Specifially, Issuers need to be able to give Underwriters and the marketplace confidence that:
All representations in the POS/OS are accurate.
The Issuer will comply with their 15c2-12 disclosure management requirements going forward.
We recommend the following best practices:
Address the Past and Ensure Accuracy in the POS and OS Disclosure by conducting a detailed 15c2-12 five-year look-back analysis to understand filing obligations and identify missed filings.
Utilize a notification service to alert you in advance of upcoming filing obligations such as the Audit and Financial and Operating data.
Consider a statement in the new issue POS/OS regarding steps taken and the use of a notification/monitoring service for prospective filing obligations and post-filing 15c2-12 “refresh” to ensure filings are done properly.