WASHINGTON -- Andrew R. Kintzinger, a partner with the law firm of Briggs and Morgan in Minneapolis and St. Paul, is expected to become president of the National Association of Bond Lawyers today.
At 39, Drew Kintzinger, who has been president-elect for the past year, will be the youngest lawyer ever to assume the helm of the organization.
But his NABL colleagues say the timing is perfect because Kintzinger is one of the municipal bond community's experts on securities law issues, and those issues are expected to take center stage this year and next.
"The great advantage of NABL having Drew at the helm this year is the great depth of knowledge and experience that he has in the securities law area," said John Gardner, a lawyer with Ballard Spahr Andrews & Ingersoll in Denver. "Those issues obviously will be a pressing concern for us."
Robert Dean Pope, a lawyer with Hunton & Williams in Richmond, agreed, saying: "He has, for a mere bond lawyer, considerable knowledge of securities law matters. He brings to [the new post] the kind of background that is useful in dealing with the Securities and Exchange Commission because he's knowledgeable of the rules that apply in other areas too, and that's important."
NABL colleagues say Kintzinger is known for his enthusiasm, good sense, and ability to help achieve a consensus on tough, divisive issues without losing focus of what's important.
"I've known him from my NABL days as a good securities lawyer and a consensus builder," said Paul Mace, a former board member of the association who is now an attorney-fellow at the SEC.
"He is very concerned about the long-range impact and has a good sense of what that impact will be," Gardner said.
"He combines both knowledge and reflection," said Stan Keller, a lawyer with Palmer & Dodge in Boston.
Kintzinger, a native of Dubuque, Iowa, who got his undergraduate degree from Dartmouth College and his law degree from the University of Iowa College of Law, has been with Briggs and Morgan since 1983.
The full-service law firm has about 140 lawyers, 12 of whom practice public finance law. It ranks third among the bond counsel firms in Minnesota, according to Securities Data Co.
Kintzinger's practice is heavily focused on multifamily housing, 501(c)(3), and other private-activity bonds. He is an expert on the low-income housing credit.
He said that about 40% of his practice is bond counsel work. The remaining 60% is underwriter's counsel work, which involves drafting official statements and requires a detailed knowledge of disclosure and other securities law issues.
In a recent interview, Kintzinger said that the biggest issue facing the municipal market is whether SEC rulemaking and regulation is needed to mandate secondary market disclosure.
The SEC proposed amendments to its Rule 15c2-12 last March that would bar dealers from purchasing or selling bonds unless the issuer had pledged in writing to provide annual financial information and notices of material events to a nationally recognized repository.
The amendments would also bar dealers from recommending bonds to investors in the secondary market unless they had reviewed the issuer's financial statements.
"I think everyone, including the lawyers, agree with the SEC's goal, which is to enhance the flow of information to the secondary market," Kintzinger said.
But NABL, he said, believes that goal can best be accomplished by improving current suitability and disclosure rules rather than by mandating ongoing disclosure and its content and form.
"We would like to see the SEC encourage the [Municipal Securities Rulemaking Board] to adopt a rule that requires broker-dealers to disclose in bond purchase confirmations whether or not the issuer has committed to provide continuing disclosure," Kintzinger said.
The lawyers association would also like the SEC to adopt an interpretative release explaining how an issuer's refusal to provide secondary market disclosure might adversely affect the market for its bonds.
"I think that many members of our association believe that voluntary efforts to provide secondary market disclosure are increasing, and that we should give these more time to develop rather than mandating continuing disclosure requirements that will not be a good fit with the diversity and liquidity of the municipal marketplace," Kintzinger said.
Despite the concerns about the SEC's proposed amendments, most bond lawyers are focused on an interpretative release the SEC issued last March which detailed market participant's disclosure obligations under the federal antifraud statutes.
"That release represents the current views of the SEC and is effective for deals we are working on today," Kintzinger said.
The association would like the SEC to make clear which parts of that release are requirements and which are merely recommendations, he said.
Kintzinger said that his top priority as the NABL's new president would be to work closely with the SEC, market participants, and the MSRB on disclosure and political contributions isStieS.
"We want to continue talking with the MSRB about how their Rule G37 is working in the broker-dealer community," he said.
The role, which took effect earlier this year, bars municipal dealers that make contributions to issuer clients from doing business with those clients for two years.
Kintzinger said the association also wants to talk with SEC officials about whether political contributions should be disclosed in official statements.
"It is greatly open to question whether investors believe it is material to know what political contributions may have been made between principals in a transaction," he said. The SEC's interpretative release suggests that all business and financial relationships between parties in a transaction are material and should be disclosed in primary offering statement, Kintzinger said.
"Certainly there are some financial relationships between parties which are material and should be disclosed. But in the mainstream there are many relationships between parties in transactions that do not rise to that level," Kintzinger said.
On the tax side, Kintzinger said he expects the main issues will be IRS and SEC bond enforcement, the IRS' efforts to draft private activity bond rules, and derivatives.
Kintzinger said that he and other NABL members have long believed that the IRS and SEC should develop strong bond enforcement programs as an alternative to "over-regulation."
The IRS has dramatically increased its audits of municipal bond issues, but Kintzinger said one concern is whether IRS field agents are knowledgeable enough about tax issues in the bond area.
Kintzinger said the forthcoming private-activity bond rules will be very important to the bond lawyers. But he said he is concerned that because "this is such a murky and complicated area definitionally and practice-wise, it is going to be very, very difficult, through regulations, to develop an approach that works for everyone."
Derivatives issues are growing in importance, he said, because "we're finding more and more that general bond practitioners are having to address derivative products in their work with issuers."
