WASHINGTON The Investment Company Institute last Monday urged the Securities and Exchange Commission to expand its proposed credit rating agency rules on structured products to include municipal securities, and to increase the secondary market disclosure requirements for the municipal market.
The ICI said that the SECs proposed rules that would require credit rating agencies to disclose conflicts of interest highlight similar disclosure issues in the municipal market.
In addition, the ICI said, the Commissions proposal to take references to certain ratings out of its rules will put the onus of credit analysis more squarely on fund companies and other investors that will, in turn, need more up-to-date disclosures from municipal issuers.
The ICI made its pleas in a 20-page comment letter it sent to the SEC, signed by General Counsel Karrie McMillan. The letter, which argued that muni disclosure is often stale, was filed with the SEC and is posted on the Institutes website.
Reforms to the operation of credit rating agencies are critical to ensure proper functioning of our securities markets, said ICI President and CEO Paul Schott Stevens. We strongly support the Commissions efforts to increase transparency in the ratings process to ensure the credibility and reliability of credit ratings.
However, McMillan said, Its very difficult to do analysis if you dont have the full amount of information.
California Treasurer William Lockyer also asked the SEC to expand its credit rating rule proposals, which aim to enhance the transparency and disclosures of ratings for structured finance products, so that they encompass ratings for corporate and municipal securities, as well.
In my view, the Commissions intent is laudable but the regulations do not go far enough, Lockyer wrote in a five-page comment letter. I believe the Commission should expand the proposed rulemaking in nearly every instance to include all classes of credit ratings.
Both the letters come about a month after the Securities and Exchange Commision proposed three sets of rules that seek to limit the influence of credit rating agencies and boost the role of analysis at investment firms. The rules also aim to limit rating agencies conflicts of interest, increase their disclosures and better differentiate between structured, corporate or municipal securities by requiring them to attach symbols or a lengthy report to their ratings.
Comments on the first two sets of proposals, on conflicts of interest and disclosure, were officially due July 25.
In its letter, the ICI asked the SEC to improve municipal disclosure by modifying the list of 11 types of material events until SEC Rule 15c2-12 to more fully reflect the types of events that are material to todays investors. Some of the changes the group would like to see include required disclosure of material litigation or regulatory action, pending or threatened, as well as any failure to meet any financial covenants contained in bond documents, especially the failure to make any monthly or quarterly payments due under the terms of the documents.
The ICI said that enhancements to 12c2-12 are necessary because the existing disclosure regime is limited, nonstandardized and often stale and that the disparities from the corporate issuer disclosure regime are numerous.
The muni disclosure changes, the ICI said, should be considered separate from the SECs draft rule that would replace the four existing nationally recognized municipal securities information repositories, or NRMSIRs, with the Municipal Securities Rulemaking Boards Electronic Municipal Market Access, or EMMA, system, which the investment group also supports.
The ICI letter tied the disclosure problems in the municipal market to the 1975 Tower amendments, which restricts the MSRB and the SEC from directly or indirectly requiring muni issuers to file documents with them before the securities are sold. The ICI said the Tower amendments should be repealed and that, barring such a repeal, the SEC should work to modify 15c2-12 to improve a disclosure regime that is woefully inadequate.
Mirroring the muni initiatives unveiled last summer by SEC Chairman Christopher Cox, the ICI also urged Congress to clarify the legal responsibilities of multiple issuers for the disclosure documents that they authorize.
Congress should spell out the responsibilities of underwriters with respect to the offering statements in municipal offerings and the legal responsibilities of underwriters with respect to the offering statements in municipal offerings and the legal responsibilities of both counsel and other participants, the ICI said. Congress should also consider imposing certain disclosure requirements directly on municipal issuers, the group said.
The ICI letter comes as Congress is considering legislation that would require credit rating agencies to rate municipal bonds on the same scale as corporate and other debt, based on the likelihood of repayment alone. House Financial Services Committee Chairman Barney Frank (D-Mass.) introduced the bill. Currently, munis are rated separately from other securities.
The ICI questioned the practicalities, benefits and timing of merging the ratings scales, given the significant differences between issuers of different types of securities. If you treat municipals the same as corporate securities for credit rating purposes, McMillan said, you should treat them the same for disclosure.
Tom Dresslar, spokesman for Lockyer, who has led a high-profile campaign to overhaul the current system used by credit rating agencies, said that theres no demonstrated need to repeal Tower and that doing so would be tantamount to
using a shotgun aimed at a flea.
The global scale and disclosure issues are separate, Dresslar said. A uniform rating system should be decided on its own merits and not linked to ancillary issues like disclosure, stressing that defaults on general obligation municipal debt are practically non-existent.
He added that the ICIs plan would heap undue issuance costs on taxpayers who already are saddled with the burden caused by the unfair double-standard rating system.
In his letter, Lockyer lauded several aspects of the SECs rating agency proposals,
including restricting agencies from helping to structure deals that they rate. Such inherent conflicts between the rating agencys business interests and the ratings process exist regardless of the class of the security, he said.