Rebecca S. Lawrence

Senior Counsel
Tel 612.371.6224
Fax 612.371.3207

Rebecca Lawrence is a public finance attorney with deep experience providing clients with insight on public finance and fixed-income products, particularly regarding the regulation of municipal securities underwriters, placement agents, and municipal advisors.

Rebecca counsels clients in connection with municipal advisory, taxable and tax-exempt underwriting, sales and secondary trading, commercial lending, private placements, derivatives advising, and investment bidding. Prior to joining Ballard Spahr, Rebecca served nearly 15 years as in-house counsel, where she was responsible for the drafting and application of policies and procedures implementing substantially all of the SEC’s municipal market reforms since 2008—including those regulating municipal advisors, underwriters and secondary market trading. Her duties included training, conducting periodic audits, supervision, and addressing non-compliance or enforcement matters.

Rebecca has significant experience managing numerous regulatory examinations and enforcement proceedings including examinations related to the ‘flipping’ of municipal bonds, the Municipalities Continuing Disclosure Cooperation (MCDC) initiative, proceedings resulting in a cease-and-desist order under the Securities Act of 1933 and Sections 15(b) and 15(B)(c)(2) of the Securities Exchange Act of 1934 related to due diligence failures of an underwriter in underwriting securities, separate SEC Rule 15c2-12 examinations, the failure of auction rate securities, and numerous SEC and FINRA inquiries and examinations on related topics. Rebecca has also managed private litigation including litigation involving alleged antitrust violations in the bidding of investment products and unsuitable sales practices.

Rebecca has experience with state bond laws and federal tax and securities laws governing the issuance of tax-exempt municipal bonds. While in private practice, she has represented clients as underwriters counsel, disclosure counsel, and bond counsel for general obligation, revenue, lease revenue, private activity, certificates of participation, nonprofit conduit, RD loans, and tax increment financings.

Prior to attending law school, Rebecca worked as a compliance officer for a large investment bank, for a financial advisor conducting competitive sales and drafting disclosure documents, and for a large issuer as a debt analyst.

Immediately prior to joining Ballard Spahr, Rebecca was managing director and in-house counsel for an investment banking firm representing its municipal advisor, sales, trading, private placement, and underwriting businesses with respect to municipal bonds and other fixed-income products, derivatives products, and commercial lending. Rebecca has engaged in frequent advocacy efforts to influence rulemaking with federal regulators on behalf of her clients and on behalf of the industry generally and served as chairperson of the Municipal Legal Advisory Committee of the Securities Industry and Financial Markets Association (SIFMA).

Professional Activities

Second Vice Chair of the Securities Committee, National Association of Bond Lawyers

Securities Industry and Financial Market Association, January 2014 – present; chairperson Municipal Securities Legal Advisory Committee, 2010-2012.

Minnesota Women in Public Finance


“Direct Bank Loans to Municipalities: What are the Implications under Federal Securities Laws?” Corporate Finance Review, Volume 17 Number 2, September/October 2012

Speaking Engagements

Panelist, National Association of Bond Lawyers, “Understanding the Role of the Municipal Advisor”, Bond Attorneys Workshop, September 25, 2020

Panelist, “Understanding the Role of the Municipal Advisor,” National Association of Bond Attorneys Bond Attorney Workshop, October 2019

Panelist, “Compliance Outreach for Municipal Advisors,” SEC and FINRA Sponsored Seminar, November 2017

Panelist, “Is the Direct Purchase a Loan or a Security?” National Association of Bond Lawyers Tax & Securities Law Institute, March 2017

Panelist, “Municipal Disclosure, Current Issues,” Municipal Advisory Council of Texas, January 2017

Panelist, “New Issue Pricing Rules – Considerations,” National Government Finance Officers Association Conference, May 2017

Panelist, “Underwriter Counsel Roundtable,” National Association of Bond Lawyers Bond Attorney Workshop, October 2016

Panelist, “Topics in Fixed Income,” FINRA Annual Fixed Income Conference, March 2014

Panelist, “Due Diligence,” Bond Dealers of America Webinar, March 2014

Board Memberships

Intercongregation Communities Association Food Shelf, October 2018 - present

Highpoint Center for Printmaking, October 2018 - present

Great River Greening, January 2015 - January 2018

Northern Clay Center, January 2014 - September 2018

University of Minnesota Law School (J.D., cum laude, 2001)

Indiana University Bloomington (M.P.A. 1991)

University of Minnesota (B.A. 1986)