Starting on July 1, 2009, issuers of municipal securities, obligated persons, and their agents may electronically submit certain continuing disclosure documents for public access on the Electronic Municipal Market Access system (EMMA) of the Municipal Securities Rulemaking Board (MSRB).  

On June 10, 2009, the MSRB issued Notice 2009-31, relating to the acceptance of voluntary continuing disclosure through EMMA. Such disclosures will be in addition to filings of documents and event notices that must be submitted to the MSRB through EMMA pursuant to the various continuing disclosure undertakings entered into according to Rule 15c2-12 of the Securities and Exchange Commission.

In Notice 2009-31, the MSRB sets forth continuing disclosure categories, which broadly consist of financial/operating data and event-based disclosures, and lists a variety of documents that could be the subject of a voluntary submission. Such documents relating to financial/operating data include

  • quarterly/monthly financial information
  • change in fiscal year/timing of annual disclosure
  • budget
  • consultant reports

The types of event-based voluntary disclosure notices that may be submitted include

  • notice to investors pursuant to bond documents
  • tender offer/secondary market purchases
  • bid rate for auction rate or other securities
  • litigation/enforcement action
  • change of trustee, tender agent, or remarketing agent

It should be noted that there is no obligation to submit any voluntary disclosure document or notice. Also, the foregoing categories are not exhaustive, will not apply to all types of issues, and are given solely by way of example. An issuer of municipal securities may submit other types of voluntary disclosure through EMMA if it so desires.

Ballard Spahr also reminds municipal markets participants that the December 2008 amendment to Rule 15c2-12 will become effective on July 1, 2009, changing the filing location of annual reports and event notices. Rather than filing those reports and notices with Nationally Recognized Municipal Securities Information Repositories and state information repositories, issuers of municipal securities and obligated persons must do so with the MSRB through EMMA. Continuing disclosure undertakings executed on or after July 1, 2009, should therefore reflect that filings must be made with the MSRB through EMMA.

For questions regarding any of the matters discussed in this alert, please contact Bradley D. Patterson (801.531.3033, patterson@ballardspahr.com), Teri M. Guarnaccia (410.528.5526, guarnacciat@ballardspahr.com), J. Douglas Rollow III (215.864.8525, rollow@ballardspahr.com), or any other attorney in Ballard Spahr’s Public Finance Department.


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This newsletter is a periodic publication of Ballard Spahr LLP and is intended to alert the recipients to new developments in the law. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own lawyer concerning your situation and specific legal questions you have.