MSRB NOTICE 2009-23 (MAY 22, 2009)


The Municipal Securities Rulemaking Board (the “MSRB”) has received approval from the Securities and Exchange Commission (the “Commission”) to establish a pilot phase (“continuing disclosure pilot”) of the continuing disclosure service of the MSRB’s Electronic Municipal Market Access (“EMMA”) system effective June 1, 2009[1].

The Commission’s approval permits the MSRB to provide a continuing disclosure pilot to receive voluntary electronic submissions of, and make publicly available on the Internet through EMMA, continuing disclosure documents and related information by issuers, obligated persons and agents acting on their behalf on an interim basis until the permanent EMMA continuing disclosure service commences operations on July 1, 2009.[2]  

The continuing disclosure pilot will accept voluntary submissions of continuing disclosure documents including, but not limited to, items to be provided pursuant to Exchange Act Rule 15c2-12. [3] Such items include:

  • annual financial information concerning obligated persons;
  • audited financial statements for obligated persons if available and if not included in the annual financial information;
  • notices of certain events, if material; and
  • notices of failures to provide annual financial information on or before the date specified in the written undertaking.

The MSRB views the electronic submissions of material event notices to the continuing disclosure pilot as having been submitted to the MSRB for purposes of any provision of an existing continuing disclosure undertaking in which the issuer or obligated person has agreed to make such submissions to the MSRB for purposes of Exchange Act Rule 15c2-12. [4]

Registration Process for the Continuing Disclosure Pilot Service of EMMA

Issuers, obligated persons and their designated agents are encouraged to register beginning on June 1, 2009[5] through MSRB Gateway to submit their continuing disclosure documents on EMMA during the continuing disclosure pilot.[6] Prior to June 1, the MSRB will publish instructions for new users on how to register in the MSRB Gateway in order to make submissions of continuing disclosure documents to EMMA.

Registrants to the MSRB Gateway can review the EMMA Dataport Manual for Continuing Disclosure Submissions (the “EMMA Manual”) which describes the EMMA continuing disclosure pilot service submission process. [7] 

Questions about this notice and the continuing disclosure pilot service may be directed to Leslie Carey, Associate General Counsel or Margaret C. Henry, Associate General Counsel or Ernesto A. Lanza, General Counsel.

May 22, 2009

[2] The MSRB previously received approval from the Commission to establish the continuing disclosure service effective July 1, 2009. See Securities Exchange Act Release No.34-59061 (December 5, 2008) (File No. SR-MSRB-2008-05) (approving continuing disclosure service of EMMA) See MSRB Notice 2008-47 (December 8, 2008). The continuing disclosure pilot service will automatically terminate when the permanent continuing disclosure service becomes operational, as expected, on July 1, 2009.

[3] Under Exchange Act 15c2-12, an underwriter for a primary offering of municipal securities subject to the rule is prohibited from underwriting the offering unless the underwriter has determined that the issuer or an obligated person for whom financial information or operating data is presented in the final official statement, or a designated agent, has undertaken in writing to provide certain items of information to the marketplace.

[4] The MSRB currently operates the CDINet system to process and disseminate notices of material events submitted to the MSRB pursuant to Exchange Act Rule 15c2-12. The MSRB intends to file, in the very near future, a proposed rule change with the Commission to terminate the CDINet system on July 1, 2009, the commencement date of operations of the permanent EMMA continuing disclosure service. The MSRB urges, but does not require, submitters currently using CDINet to instead make any future submissions to the continuing disclosure pilot, solely in electronic format, beginning on June 1, 2009. 

[5] During the initial days of the continuing disclosure pilot, the number of users able to register each day may be limited. If such limitation is imposed, registrants may receive an e-mail message indicating that the MSRB will process the registration beginning at 2:00 p.m. (EST) the next day.

[6] MSRB Gateway is a single, secure access point for all MSRB applications, including the continuing disclosure pilot. For the permanent continuing disclosure service, all users must be registered in MSRB Gateway in order to make continuing disclosure submissions, to EMMA, as of July 1, 2009.

[7] Certain features of the continuing disclosure service may be modified or added as the service transitions from the pilot phase to the permanent system. Thus, the continuing disclosure service and the EMMA Manual are subject to change by the MSRB.