Governmental and quasi-governmental bond issuers often include their own legal counsel (for instance, the city attorney, county attorney, corporation counsel, or general counsel) in the financing team. In transactions where an issuer does not have its own counsel, bond counsel often performs those functions for the issuer. In certain cases, however, issuers may choose to have their own representation in the transaction.

The attorneys at Holley & Pearson-Farrer have experience serving as issuer’s counsel on complex bond financing transactions. In those representations, we have provided assurance to the issuer and the other transaction parties that the issuer has complied with all applicable constitutional, statutory, and regulatory requirements for the authorization and issuance of the securities, including holding state or local elections, ballots, referenda, public hearings, or open meetings, providing proper notice, filings, and disclosure to the public, and enacting necessary ordinances, resolutions, or other legislation. We attend board meetings, city or county council meetings, drafting sessions, due diligence reviews, and other conferences with or on behalf of our issuer clients.

Additionally, we review all transaction and disclosure documents to ensure the representations, obligations, and commitments made in the documentation are in compliance with the issuer’s policies, rules, and other obligations and to confirm the accuracy, completeness, and appropriateness of all information disclosed. Finally, H|PF attorneys render a legal opinion confirming the issuer’s authorization to issue the debt obligations, the enforceability of documents executed by the issuer, and the accuracy and completeness of the representations and disclosures contained in the offering document.

In addition to serving as special issuer’s counsel on securities financings, the attorneys at H|PF have experience serving as general counsel to local governmental units, including negotiating financial incentives packages with companies located in or relocating to the jurisdiction, advising on governmental functions, economic development policies, transactions, contracts, and employment matters, and drafting policies, bylaws, and resolutions.