Tax & Securities Law Institute11th Annual

TSLITax & Securities Law Institute

March 14-15, 2013 • Palace Hotel • San Francisco, CA

State and local governments are facing very serious challenges today at all levels. These challenges reflect the general global issues of increasing demand for capital investment to address aging or obsolete infrastructure, economic development to get people to work, and demands for services. As we continue to experience the aftermath of the collapse of the credit markets following the subprime mortgage crisis, our communities have been by battered by recent natural disasters. Governments are seeking to respond to the plethora of difficult issues presented by pressing demands and dwindling resources. Regulatory measures on both the tax law side and the securities law side, targeted at improving the processes through which state and local governments access the capital markets and participate in such mar-kets, are being implemented in the face of these urgent demands, as well as measures affecting the marketability of tax-exempt bonds. This meeting is expected to focus on such critical matters.

The Institute annually brings together the most experienced tax and securities lawyers in the country for the most comprehensive educa-tional offerings available in public finance law.

GENERAL SESSIONA highlight of the Institute will be a Gen-eral Session on Thursday, March 14, featur-ing Georgetown University Professor, John Buckley, former Chief Democratic Tax Counsel, U.S. House of Representatives Committee on Ways and Means, and John J. Cross, III Director of the Securities and Exchange Commission's Office of Mu-nicipal Securities. The General Session is expected to address the pressures on Con-gress to undertake significant tax reform in 2013-2014 and the implications of such tax reform on tax-exempt and other tax-advan-taged bonds. It is expected that Recent Se-curities and Exchange Commission trends and pronouncements will be discussed, as well as any current communications from the United States Treasury Department. Ongoing legislative efforts on the part of the Securities and Exchange Commission to implement its Report of the Municipal Securities Market, released July 31, 2012, are also expected to be discussed during the Institute’s General Session.

• Tax Track The tax sessions will reflect the interconnectedness of many of the issues now confronting the 103 bar. The topics to be covered at the Institute include matters affecting distressed entities, including debt restructuring, long-term working capital, remedial action, and other concerns that are of relevance to issuers and borrowers, including conduit borrowers. Current developments in the area of private activity bond tests, as well as the definition of private business use and private payments, will be the subject of a panel. A discussion of the recent enforcement measures and the broader implications of such measures, including matters affecting the VCAP process, will be the subject of another panel. A panel discussing rebate and reissuance concerns, encompassing matters presented by direct bank placements, will be offered. All panels will likely touch on questions regarding post-issuance compliance measures, as such apply to all beneficieries of tax-exempt bonds. Finally, in order to be as relevant as possible, a Hot Topics session will ensure the discussion of any late-breaking developments in the tax law affecting tax-exempt and/or tax advantaged bonds will be covered.

• Securities Track The Institute will explore the latest developments in the securities law area. In light of the rapid growth of direct purchase transactions involving banks and other institutional in-vestors, the Institute will feature a panel entitled “What Should You Know About Direct Purchases?” This panel will examine the interplay among accounting, bank regulatory, and securities laws and rules impacting direct purchases, analyze the distinction between “bank loans” and “municipal securities” and the consequences of such an analysis on financial advisors, placement agents, bank purchasers and issuers. “Current Disclosure Issues in Primary Offerings” and “Current Continuing Disclosure Issues” will feature regulators and practitioners who will explore updated rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including changes to the MSRB registration requirements for “municipal advisors”, the current status of the SEC’s much anticipated interpretive release, the SEC’s recent report on municipal markets resulting from its field hearings, and other hot securities law topics. Another session, “When a Bond Deal Goes Bad: Defaults, Rem-edies, and Workouts in Municipal Finance”, will cover the non-tax challenges faced by practitioners in workouts of financially distressed deals. The Institute will also offer an informative perspective on the concerns and requirements of investors in the current municipal debt market in a panel entitled “Tales from the Buy Side: An Investor’s Perspective on Disclosure and Other Issues.” This panel will include representatives from some of the largest purchasers of tax-exempt bonds in the coun-try. Finally, a session will explore recent SEC and FINRA enforcement actions in municipal finance.

• Ethics Panel The panel will address the civil and criminal claims of wrongdoing, defenses asserted, the convictions and the settlements, and what lessons bond counsel may learn therefrom, in addition to what additional procedures, if any, bond counsel should consider undertaking as matters of professionalism and ethics.

• Joint Panel A joint panel of tax and securities law attorneys will offer best practices for small and medium-sized issuers with particular focus on the adoption of workable tax and disclosure policies for those issuers who lack the resources, the personnel, and the expertise of large municipal issuers.

SESSION TRACKSIn addition to the General Session, the Institute will again offer two major tracks of instruction – one focusing on tax law and one on securities law.

11TH ANNUAL TAX & SECURITIES LAW INSTITUTE

Come join an outstanding faculty in the stunning city of San Francisco for what promises to be a fascinating discussion of the most pressing issues facing the municipal bond community during these difficult times.

Welcome Reception On Thursday evening, NABL will host a reception for all attendees. This Welcome Reception will provide a great opportuni-ty to visit with bond lawyers from across the country as well as government repre-sentatives in beautiful San Francisco.

CLE Credit The Institute offers the ability to earn up to 11 hours of CLE credit, depend-ing on the jurisdiction, including ethics credit. This is an excellent opportunity to keep current with your law specialty and easily fulfill your mandatory CLE requirements.

Registration fee • $795 per NABL member• $1000 per Non member:This fee includes one year of NABL membership dues. For more information on the benefits of NABL member-ship, please visit www.nabl.org.

Attendance and Registration The Institute is designed for individuals who have five or more years of expe-rience in the municipal finance area. It is open only to NABL members. NABL membership is by individual and not by firm. The number of registrants is lim-ited, determined on a first-come, first-served basis.

TSLI Executive CommitteeMichela Daliana, Chair Hawkins Delafield & Wood LLP New York, New York

Joseph (Jodie) E. Smith, Vice-ChairMaynard, Cooper & Gale, P.C.Birmingham, Alabama

Breakout Session TopicsIn all, the Institute will cover at least 13 breakout session topics dealing with current issues of securities law, tax law and ethics. Government participants will join many of the panels, offer-ing attendees the most up-to-date views of industry regulators. Be sure to indicate your topic preferences on your registration form so panels can be appropriately scheduled to accommodate interest. Please note, however, that as developments warrant, the topics shown may need to be adjusted to address current devel-opments in the area.Securities Law • S-1 Current Disclosure Issues in Primary Offerings • S-2 Current Continuing Disclosure Issues • S-3 SEC Enforcement • S-4 Tales from the Buy Side: An Investor’s Perspective on

Disclosure and Other Issues• S-5 When a Bond Deal Goes Bad: Defaults, Remedies, and

Workouts in Municipal Finance • S-6 What Should You Know About Direct Purchases?

Tax Law • T-1 Tax Hot Topics • T-2 Distressed Entities: Workouts, Long-Term Working

Capital and Remedial Actions • T-3 Enforcement: VCAP, etc. • T-4 Arbitrage, Rebate and Reissuance • T-5 Private Activity Bond Tests

Joint Panel • J-1 Best Practices for Small Issuers

Ethics • E-1 Ethical Lessons for Bond Counsel of the GIC Bid-

Rigging Trials and Settlements

7:00am 5:30pm Check-in Desk and Exhibits Open7:00am 8:00am Continental Breakfast8:00am 9:15am Breakout 1: (S-1) (S-2) (T-2) 9:15am 9:30am Break9:30am 10:45am Breakout 2: (E-1) (S-3) (T-1)10:45am 11:00am Break11:00am 12:15pm Breakout 3: (S-4) (S-6) (T-3) (T-5)12:15pm 1:15pm Lunch1:15pm 2:30pm General Session: The Future of Public Finance2:30pm 2:45pm Break2:45pm 4:00pm Breakout 4: (S-2) (T-4) (T-5)4:00pm 4:15pm Break4:15pm 5:30pm Breakout 5: (J-1) (S-3) (S-5) (T-2)5:30pm 6:30pm Welcome Reception

AGENDA (subject to change)

Wednesday, March 13, 2013

Thursday, March 14, 2013

Friday, March 15, 2013

7:00am 12:30pm Information Desk & Exhibits Open7:00am 8:00am Continental Breakfast8:00am 9:15am Breakout 6: (E-1) (J-1) (S-4) 9:15am 9:30am Break9:30am 10:45am Breakout 7: (S-1) (S-5) (T-4)10:45am 11:00am Break11:00am 12:15pm Breakout 8: (S-6) (T-1) (T-3)

5:00pm 7:00pm Check-in Desk Open

What You Should Know

GENERAL INFORMATIONAccommodations Palace Hotel2 New Montgomery StreetSan Francisco, CA 94105Tel: (415) 512-1111www.sfpalace.com

The Institute will take place at the luxurious and iconic Palace Hotel, which is located in the heart of San Francisco. The hotel is walking dis-tance to Union Square, Chinatown and just a short ride away from Fish-erman’s Wharf and the Golden Gate Bridge.

The group rate for attendees is $269.00 single/double occupancy, which includes in-room high speed internet service and complimentary access to the hotel’s wellness center which includes a fitness center, heated swim-ming pool, whirlpool and eucalyptus sauna. A limited block of guest-rooms is being held for attendees on March 13 and 14. The group rate will be extended through three days before and after the Institute. All reservations are based on space and rate availability. A non-refundable deposit will be required at the time of reservation. For reservations, please call (888) 627-7196 and identify yourself as being with the National Association of Bond Lawyers to receive the group rate. The reservation cut-off date is February 19, 2013. Reservations will be honored on a space and rate available basis until this date.

Check In/Out Hotel check-in is at 3:00 pm and check-out is at noon.

Institute Schedule & Attire The Institute’s schedule recognizes the many demands on attendees and provides regularly scheduled breaks throughout the day so you can check voicemail and e-mail. The Institute concludes at 12:15 pm on Friday, al-lowing you to return home that same day or enjoy San Francisco’s many attractions. Attire for the Institute is business casual.

Airport and TaxiSan Francisco International Airport (Code SFO) is an approximate 30-minute drive away from the hotel. The taxi cost for transportation to the hotel is $40-50.

Oakland International Airport (Code OAK) is an approximate 35-minute drive away from the hotel. The taxi cost for transportation to the hotel is $55-65.

Parking The Palace Hotel’s parking facility is located across from its entrance. Va-let parking is available or you may drive directly to the parking garage. Ve-hicles will have unlimited in and out privileges per every 24 hour period. The daily rate is $59.

Thank you to our sponsors and exhibitors for their support.

Questions?Please contact: National Association of Bond Lawyers

601Thirteenth Street NW, Suite 800 South Washington, DC 20005-3875 Tel: (202) 503-3300 Fax: (202) 637-0217 registration@nabl.org www.nabl.org

For more information about sponsorship opportunities, contact szelner@nabl.org.

Not a NABL member?Not a NABL member, the Tax & Securities Law Institute is a members only event. ? Register for the Intitute and save on your NABL membership dues. Please visit www.nabl.org for membership information.

11TH ANNUAL TAX & SECURITIES LAW INSTITUTEMarch 14-15, 2013 • The Palace Hotel • San Francisco, CA

Fax completed form to (202) 637-0217 or mail to:National Association of Bond Lawyers601 Thirteenth Street, N.W., Suite 800 SouthWashington, DC 20005-3875

Registration Information: Please print or type the information requested below. One form per person. Full Name First Name on Badge (as you would like it to appear) Law Firm, Company, Employer Address City, State, Zip Telephone, Cell, Email

List your Continuing Legal Education State/s & CLE Number/s

List Special Dietary and/or Accessibility Needs □ Please check this box if you would like your name to be omitted from the attendee roster.

Registration Fees: □ $795 per NABL member.□ $1000 per Non member - This fee includes one year of NABL membership dues. For more information on the benefits of NABL membership please visit www.nabl.org.,

Method of Payment: Your registration fee entitles you to participate in the Institute and receive handouts and a flash drive with panel outlines. □ Check: Please make check payable to NATIONAL ASSOCIATION OF BOND LAWYERS. Enclosed is the registration fee of $795 per member. (NABL membership is by individual, not firm.)OrCharge My: □ American Express □ Visa □ MasterCard □ Discover Credit Card Account Number Expiration Date Signature

Registration Cancellation PolicyInstitute registration cancellations must be received in WRITING via fax or mail. The chart below indicates the refund you will receive based on the date of cancellation: Substitutions of attendees are permitted up to the first day of the Institute.

BREAKOUT TOPIC OPTIONSSecurities Law S-1 Current Disclosure Issues in Primary Offerings S-2 Current Continuing Disclosure Issues S-3 SEC Enforcement S-4 Tales from the Buy Side: An Investor’s Perspective on Disclosure and Other IssuesS-5 When a Bond Deal Goes Bad: Defaults, Remedies, and Workouts in Municipal Finance S-6 What Should You Know About Direct Purchases?

Tax Law T-1 Tax Hot Topics T-2 Distressed Entities: Workouts, Long-Term Working Capital and Remedial Actions T-3 Enforcement: VCAP, etc. T-4 Arbitrage, Rebate and Reissuance T-5 Private Activity Bond Tests

Joint Panel J-1 Best Practices for Small Issuers

Ethics E-1 Ethical Lessons for Bond Counsel of the GIC Bid-Rigging Trials and Settlements

Session Preferences (Please select one session for each time slot.) Please review page 2 of this brochure, and select the session you are most likely to attend in each time slot.

Cancellation Received Refund AmountFebruary 1, 2013 Full RefundMarch 1, 2013 50% RefundAfter March 1, 2013 No Refund

For Office Use Only: Member ID: Check #: CC#:

Thursday, March 14, 2013Breakout 1: 8:00am - 9:15am○ S-1○ S-2○ T-2

Breakout 2: 9:30am -10:45am ○ E-1○ S-3 ○ T-1

Breakout 3: 11:00am - 12:15pm○ S-4○ S-6○ T-3 ○ T-5

Breakout 4: 2:45pm - 4:00pm○ S-2○ T-4○ T-5

Breakout 5: 4:15pm - 5:30pm○ J-1○ S-3○ S-5○ T-2

Friday, March 15, 2013Breakout 6: 8:00am - 9:15am○ E-1○ J-1○ S-4

Breakout 7: 9:30am - 10:45am○ S-1○ S-5○ T-4Breakout 8: 11:00am - 12:15pm○ S-6○ T-1○ T-3

11TH ANNUAL TAX & SECURITIES LAW INSTITUTERegister online at www.nabl.org or complete and fax or mail this form.

Mailing area

PHONEFAX

202-503-3300202-637-0217www.nabl.org

601 Thirteenth Street, NWSuite 800 SouthWashington, DC 20005

11th Annual

Tax & Securities Law InstituteMarch 14-15, 2013 | Palace Hotel | San Francisco, CA

TSLITax & Securities Law Institute