Best Practices in Primary and Secondary Market Disclosures in the Capital Markets

Teri Guarnaccia

Teri Guarnaccia has a particular focus on the public finance area, where she has acted as underwriter's counsel, borrower's counsel, and bond counsel in numerous tax-exempt and taxable bond financings. Teri is the Co-Leader of the firm's Municipal Securities Regulation and Enforcement Team and is a Past-President of the National Association of Bond Lawyers.

Teri has experience with a wide range of financing structures, including traditional fixed-rate, variable- rate, and multimodal structures involving various forms of credit enhancement and liquidity support, and is also known for her work on real estate finance transactions, including representation of large institutional lenders. Teri earned her J.D from Cornell Law School and her B.A. from Tulane University.

Kimberly Magrini

Kimberly Magrini serves as counsel to investment banking firms, investors, developers, municipalities, issuers, and trustees in all types of public finance and municipal securities transactions. Her experience also includes representing a variety of 501(c)(3) organizations, including hospitals and other health care organizations, colleges and universities, and museums.

Kim co-leads the firm's Buyside Representations Team and represents prospective purchasers and bondholders in primary offering transactions and ongoing matters covering a wide range of transactions, including distressed financings, high-yield offerings, bioenergy and recycling facilities, economic development projects, secondary market transactions, and municipal bankruptcies and workouts.

Kim focuses her practice on various municipal securities law issues and general lending issues, municipal finance and asset recovery, project finance (including bioenergy and recycling facilities and public-private partnerships), housing finance, including workforce housing, disclosure issues, and loan and security issues. She maintains a special focus on disclosure compliance issues and risk factor disclosure, including climate change risk and cybersecurity risk disclosure, and risk factor disclosure for distressed municipalities, including pension analyses and disclosure and securities regulatory enforcement. Kim also has experience with certain other nonprofit lending and securities and investment structures.

Kim maintains an active housing finance practice, regularly representing underwriters, issuers, investors, developers, and trustees in essential or workforce housing financing transactions, single- family mortgage bond transactions, military housing, and Low-Income Housing Tax Credit housing financing transactions. She has represented investors and developers across the country in numerous lower-tier LIHTC deals, including transactions involving solar and renewable energy credits. Through a secondment to the investment banking legal department at Goldman Sachs covering public finance, Kim has experience handling various in-house legal, regulatory and compliance issues for broker-dealers and municipal advisors related to municipal securities, including remarketings, commercial paper programs, the municipal advisor rules, G-17 and other MSRB rules, and internal policies and procedures.

Before entering the law, Kim worked for several years as both a legal and environmental science research assistant at Drexel University.

Kim earned her J.D. from Drexel University School of Law, her M.S.E.S. from Drexel University, and her B.S. from the Pennsylvania State University.