Recently, the SEC settled with the City of Harrisburg (City) over violations of Rule 10b-5 in connection with material misstatements and omissions made by the City in its public statements and financial information, during a multi-year period.
This settlement underscores the increased focus by the SEC on state and municipal governments in connection with the trillion-dollar municipal bond market.
The SEC alleged that the City violated Rule 10b-5 as a result of its repeated failure to provide financial information and material events notices. As a result of the City’s failure, investors only had access to stale and misleading financial information. Further, the public statements that the City did provide omitted material information regarding the City’s declining financial condition and credit rating downgrades. As a result, investors and trading markets did not have material information regarding the City’s financial condition.
Settlement Demonstrates the Importance of Disclosure and Dissemination Process
The SEC noted in the cease-and-desist order with the City that the City’s recent efforts to create policies and procedures to ensure that its financial information is accurate were a contributing factor to the SEC’s willingness to settle the administrative proceeding.
During the relevant time period, the City did not have in place policies and procedures to ensure that (i) the financial information it was releasing to the public was accurate in all material respects, and (ii) it was complying with its Rule 15c2-12 continuing disclosure undertakings. The SEC noted in the cease-and-desist order with the City various corrective actions taken by the City.
Foley Web Conference on Disclosure Practices
Foley will host an upcoming Web conference on disclosure transparency as part of its next Access to Capital Web conference series. The Web conference, titled, The Importance of Disclosure Transparency and Procedures for Health Care Borrowers, will be held on Thursday, May 23, 2013 at 12:00 p.m. Central. Learn more about attending the conference here.
Legal News Alert is part of our ongoing commitment to providing up-to-the-minute information about pressing concerns or industry issues affecting our clients and colleagues. If you have any questions about this update or would like to discuss the topic further, please contact your Foley attorney or the following:
David Y. Bannard
Michael G. Bailey
Laura L. Bilas
Heidi H. Jeffery