Close X
Attorney Spotlight

How did Mike DeAgro's experience co-founding a nonprofit advocacy organization lead to a career in the legal field? Find out more>


Close X


Search our Experience

Experience Spotlight

Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more

Envision Healthcare

Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

Local Government Alert - SEC MCDC Initiative


July 22, 2014


In June, we distributed a summary of the Securities and Exchange Commission's Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC Initiative"). The MCDC Initiative provides issuers and underwriters the opportunity to self-report instances of material misstatements or omissions in bond offering documents regarding the issuer's prior compliance with its continuing disclosure obligations. The deadline for self-reporting under the MCDC Initiative is midnight September 9, 2014. A good description of the MCDC Initiative and guidance for local governments can be found in a GFOA Alert posted on July 7.

What Should Local Governments Do?

  • Identify each official statement for bonds or notes sold since September 10, 2009.
  • Detail the local government's compliance with its continuing disclosure obligations (annual reports and material event notices) during the five years preceding each official statement.
  • Determine whether each official statement accurately describes any continuing disclosure lapses in the five-year period preceding that official statement.
  • Determine whether any inaccurate or omitted descriptions are "material."
  • Determine whether the underwriter of the bonds plans to report any inaccuracies to the SEC.
  • Consider whether to report any inaccuracies to the SEC, either because they are material or because the underwriter intends to report them.

Importance of Understanding What Your Underwriters Plan to Do

Underwriters are undertaking this same analysis for each of their underwritten bond issues for both competitive and negotiated sales. Under the terms of the MCDC Initiative, underwriters will incur fines of $20,000 to $60,000 per occurrence, with a total fine cap of $500,000. We understand that many larger underwriters anticipate paying the maximum fine of $500,000. If they do, these underwriters will then be incentivized to report any official statement that contains any misstatement at all – regardless of materiality.

In short – your underwriter may be planning to report one or more of your official statements for misstatements or omissions, regardless of materiality. If your underwriter is planning to report one of your official statements, you should seriously evaluate the risks of not self-reporting the official statement. In light of the foregoing, we strongly recommend that you contact the underwriters of your bond issues from the last five years and determine whether any of them intend to report any of those bond issues under the MCDC Initiative.

Consider Obtaining Approval of Your Governing Body

As described in the GFOA Alert, participating in the MCDC Initiative is a significant decision that likely should be approved by your Governing Body. In order to be prepared to self-report a bond issue under the MCDC Initiative, if necessary, we recommend that your Governing Body adopt a resolution authorizing participation in the MCDC Initiative well before the reporting deadline. We have attached a sample explanation and resolution that you can present to your Governing Body. The resolution does not require self-reporting but authorizes your local government to self-report if local government officials conclude that it is the right course of action.

You may contact any of the public finance attorneys at Bass, Berry & Sims if you have questions.

Download Document - Securities Exchange Commission Municipal Continuing Disclosure Cooperative Initiative

Related Professionals

Related Services


Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.