New Registration Requirements for Municipal Advisers

Municipal Advisers (as defined below), must now register with the Securities and Exchange Commission ("SEC"), as well as the Municipal Securities Rulemaking Board ("MSRB"). SEC registration must be completed by December 31, 2011, whereas registration with the MSRB was mandated as of December 31, 2010. "Municipal Advisers" who missed the filing deadline may be subject to enforcement action for acting as an unregistered "Municipal Adviser." MSRB registration can only be completed after the SEC registration is in place. Background - The Dodd-Frank Act defines a "Municipal Adviser" as any person who provides advice to or on behalf of a "Municipal Entity" or obligated person with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms and other similar matters concerning such financial products or issues, or who undertakes a solicitation of a "Municipal Entity". A "Municipal Adviser" excludes the following:

1. Broker-dealer of municipal securities dealer serving as an underwriter;

2. Attorneys offering legal advice;

3. Engineers providing engineering advice;

4. Investment advisers registered under the Investment Advisers Act of 1940; and

5. Commodity trading advisers registered under the Commodity Exchange Act. [1]

A "Municipal Entity" is defined as any state, political subdivision of a state, or municipal corporate instrumentality of a state, including:

1. Agency, authority or instrumentality of the state, political subdivision, or municipal corporate instrumentality;

2. Any plan, program or pool of assets sponsored or established by the state, political subdivision or municipal corporate instrumentality or any agency, authority, or instrumentality thereof; and

3. Any other issuer of municipal securities. [2]

If you have any questions, please contact Daniel G. Viola at 212.573.8038 or dviola@sglawyers.com or Charles H. Dufresne, Jr. at 212.573.8410 or cdufresne@sglawyers.com.

1. See Section 15B(e)(4)(A) of the amended Securities Exchange Act of 1934

2. See Section 15B(e)(8) of the amended Securities Exchange Act of 1934

Cheryl Spratt