Public Finance: Underwriter Representation

Carlile Patchen & Murphy understands the needs of underwriters in public finance transactions. We are experienced in assisting underwriters in structuring transactions, performing due diligence and meeting regulatory requirements.

Underwriters have a greater need for separate legal counsel today than ever before. Until the 1970s, state and local governments issued general obligation debt instruments for most financing. Since that time there has been an increasing shift to revenue bond financing. With this change has come a need for complex and sophisticated structures. No longer can the underwriter depend on price and distribution alone to meet the needs of the public agency. State and local governments often look to underwriters for creative solutions to their financing needs.

With increased complexity of public finance transactions has also come increased concern about underwriters' obligations. A number of regulatory initiatives, including SEC Rule 152c2-12, have focused on the disclosure process in public finance transactions. Under these initiatives, underwriters have a substantial responsibility in the provision of full and fair disclosure to investors and the prevention of fraudulent, deceptive and manipulative acts or omissions.

Carlile Patchen & Murphy offers to underwriters the combination of thorough technical knowledge of public finance law, creativity in structuring transactions, a positive attitude toward making a deal and a practical knowledge of Ohio politics.