2000 Municipal Market Roundtable
United States Securities and Exchange Commission
Mr. Weinstein Thanks, Mary. I'll just grab one of these mikes. They're open.
This is probably the second most awkward or painful position to be in in a program. The first being the last speaker before lunch. But the closing at the end of a long day, we appreciate your attendance, is a difficult position too.
I guess my choices range between regurgitation and with deference to honorable bond counsel, a recollection of my college years, a description of sociology is the painful elaboration of the obvious. That I do not intend to do. The other choice is over-simplification, and I choose to err on the side of oversimplification.
Kind of going in reverse order from the last panel to the first, but before I do that, maybe the most important thing I have to say is to thank Mary Simpkins and Sherry Moore, of our office, as well as Martha Haines. We heard from opening the program this morning. For doing a lot of very hard work in putting these panels together and 30 or 40 members of the industry who were very helpful in that process, many of whom appeared here today.
With that said, the last panel was a discussion of half a dozen or so very important MSRB rules, by their nature in drafting and intention and application, technical. And I will let that panel, which has just spoken, speak for itself. Going back to the two earlier sessions on disclosure generally and on the world of electronics.
First, it may be an unnecessary preface. What is the system we have in the United States since the Commission was established in the two securities acts passed in the 1930s. It is not a merit regulation system. We are not the traffic cop. The Commission does not determine the merits of a security.
And with the regard to the municipal business, the reason we're all here today, we do not have, by Congress's intent, a registration system. What we do have in this business is application of the anti-fraud provisions. And with that comes, as you all know, no checklist, no template, but the concepts of materiality and completeness, and fairness of presentation because, after all, that's the only way to communicate to the investing public what a municipal security is all about.
And in the course of our panel this morning, we had several questions, six, eight questions, handed to us which really were in the nature of "Can you tell us? Should we include this in a disclosure statement? Can we exclude that?" Or on the other hand, who in the process is excused or who is not excused from responsibility?
And our answer that you heard from all spokesmen for the Commission through the years is that, of course, materiality rules. The enforcement actions and the interpretative guidance are your guidelines. And that all of you, no matter what hat you wear, no matter what role you play, in a securities transaction and when you're speaking to the market, have the same responsibility under the securities laws. This is mantra from us. It's familiar to you but it's important to put the following observation into the proper context.
What I heard in the first two panels today was a series of questions and a series of concerns from various actors in the industry about gravitating toward the secondary disclosure market, trading in outstanding securities, and gravitating toward the unfolding world of electronics. That world, the computer age, was in its infancy a decade ago, is probably now in its early or mid adolescence. But it is very different from its infancy and something everyone seems to be grappling with, dealing with, under that same set of precepts that underlie the federal securities laws.
There is no difference in the law when you're dealing with electronics. There is, however, apparently some confusion in how to proceed on a day-to-day basis. And both of those strains, that is, information to the secondary market, continuing disclosure, and the unfolding world of electronics seem to me, and, again, I'm speaking for myself, not for the Commission, the disclaimer still stands, but those two strains that seem to be pronounced and repeated in both of those panels may have a certain commonality that the industry may wish to explore further as its own panels and its interaction with us proceeds to what I would hope to be another year until we meet again here, another year of continuing evolution upward in the municipal securities industry.
Thank you all again. And good night.
(Whereupon, at 4:51 p., the meeting adjourned.)
Transcribing provided by Diversified Reporting Services, Inc.