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

• Teri Guarnaccia
• Kimberly Magrini

As educational institutions increasingly interact with capital markets to support strategic initiatives and development projects, understanding the legal nuances of financial disclosures is crucial for maintaining transparency and compliance. This session will provide expert insights into regulatory requirements, effective disclosure strategies, and the legal implications of engaging in capital market activities. Participants will gain valuable knowledge to support robust financial governance and ensure adherence to legal standards.

Learning Objectives

  1. Understand Regulatory Compliance for Educational Institutions:
    1. Discuss key regulatory frameworks affecting primary and secondary market disclosures, including anti-fraud rules as it relates to risk factors and other disclosures in public offering documents, and Rule 15c2-12 requirements related to preliminary official statements and continuing disclosure obligations.
    2. Discuss the importance of compliance with these frameworks to ensure financial transparency and accountability, including benefits of adopting formal disclosure policies and procedures and the process for review and approval of primary offering documents and continuing disclosure posts.
  2. Enhance Financial Reporting and Communication:
    1. Explore strategies for developing clear and effective disclosures that communicate essential financial information to investors, including crafting management discussion and analyses.
    2. Learn techniques to ensure the accuracy and consistency of financial reporting, critical for upholding institutional credibility and trust.
  3. Apply Real-World Examples to Higher Education Contexts:
    1. Examine case studies of successful disclosure practices to understand common challenges and solutions, including how recent political developments have shaped risk factor disclosure and how to address material events disclosures.
    2. Gain insights on navigating complex disclosure scenarios including what to do if a material event occurs between posting the preliminary offering document and pricing, or pricing and closing.
  4. Prepare for Future Market Challenges:
    1. Anticipate how evolving regulatory environments and economic conditions may impact disclosure practices and financial strategies in higher education.
    2. Discuss strategies to prepare institutions for future changes in the capital market landscape, specifically the pending implementation of the Financial Data Transparency Act and what that will mean for conduit borrowers.

By the end of this session, participants will be equipped with the tools and knowledge to effectively oversee their institution’s engagement with capital markets, ensuring that their financial disclosures are transparent, compliant, and aligned with institutional goals. This understanding will support the strategic management of financial resources and the fostering of trust among stakeholders.

CPE Available

  • 1 Credit: Finance