Securities Law and Disclosure

McCall has long been at the forefront of securities law and disclosure matters. The firm has historically played a major role in drafting and commenting on legislation relating to the issuance of public securities by public entities.

Our attorneys, acting as securities counsel (encompassing disclosure counsel and underwriters’ counsel), are experts in the securities laws that apply to states, their agencies and political subdivisions in connection with the issuance of debt. Whether representing the issuer or the underwriters, our primary responsibility is to review the offering document and perform the due diligence to ascertain that all material facts related to the issuer, its finances and the debt itself have been properly disclosed in the offering documents. When representing the underwriters, our attorneys are also responsible for drafting the bond purchase agreement and surveys outlining any state law governing the sale of debt obligations in the states where the underwriters intend to offer the bonds or notes for sale.

McCall also uses its significant securities law expertise to benefit its clients on post-issuance continuing disclosure matters. The firm’s depth of experience serving as disclosure counsel gives us an excellent understanding of federal securities law which we can apply to post-issuance continuing disclosure matters. The firm is frequently called upon by our clients to review and revise continuing disclosure information required to be filed pursuant to Rule 15c2-12 of the U.S. Securities and Exchange Commission (Rule 15c2-12), including annual filings and event notices, now filed through the EMMA system. The firm additionally has experience reviewing press releases, announcements and internet websites of such clients for compliance with federal securities laws.

As market scrutiny by the U.S. Securities and Exchange Commission has increased in recent years, the firm and its attorneys have been called upon more and more frequently to assist clients in transmitting necessary documentation to assure compliance with the material event filing requirements under the Rule.

Attorneys in the firm represent a number of clients as disclosure counsel. In the last five years, McCall served as disclosure counsel for more than 235 financings totaling more than $13.7 billion in principal amount. In 2016, the firm ranked first in the State of Texas as disclosure counsel and fifth in the nation.

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