MSRB Notice 2013-20: SEC Approves Amendments to MSRB Rules G-11, G-8 & G-32.

The Municipal Securities Rulemaking Board (MSRB) received approval from the Securities and Exchange Commission (SEC) on September 26, 2013 to amend Rule G-11 (on primary offering practices), Rule G-8 (on books and records) and Rule G-32 (on disclosures in connection with primary offerings).[1]

The amendments to Rule G-11 establish certain basic protections for issuers and investors, and provide additional tools to assist with the administration and examination of retail order period requirements by, among other things, enhancing the communications between the senior syndicate manager and members of the syndicate and selling group and requiring dealers to capture certain additional information in connection with orders placed under a retail order period. The term “retail order period” will be defined with reference to designated eligibility criteria established by the issuer – the MSRB has not sought to define a retail investor for purposes of this rule. The amendments to Rule G-8 will require that records maintained by the senior syndicate manager or sole underwriter include information relating to each order designated as retail submitted during a retail order period. They also will require a syndicate manager or sole underwriter to maintain records of all pricing information. Lastly, the amendments to Rule G-32 will allow the MSRB to identify, for regulatory purposes only, through its Electronic Municipal Market Access (EMMA®)[2] system, offerings with a retail order period.

The changes will be made effective on March 31, 2014.

Questions about this notice may be directed to Michael L. Post, Deputy General Counsel, or Kathleen Miles, Associate General Counsel, at 703-797-6600.