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words in boldface type and underscored are additions.
Regular Session, 2014 ENROLLED
SENATE BILL NO. 384
BY SENATOR LAFLEUR
AN ACT1
To enact R.S. 39:1438, relative to Louisiana municipal securities; to require that municipal2
securities of public entities comply with the continuing disclosure rules of the United3
States Securities and Exchange Commission; to provide definitions; to provide for4
recordkeeping and audit procedures associated with continuing disclosure; and to5
provide for related matters.6
Be it enacted by the Legislature of Louisiana:7
Section 1. R.S. 39:1438 is hereby enacted to read as follows: 8
ยง1438. Issuers of securities; continuing disclosure requirements; audit9
requirements10
A. Definitions. For purposes of this Section:11
(1) "Auditor" means the legislative auditor or any private accounting12
firm which prepares the annual financial audit of a public entity under rules of13
the legislative auditor regarding the audit of governmental entities, quasi-14
governmental entities, or entities otherwise subject to public audit by the15
legislative auditor.16
(2) "Continuing disclosure agreement" means any agreement entered17
into by an obligated person which sets forth the continuing disclosure18
obligations of such obligated person pursuant to the SEC rule.19
(3) "EMMA" means the Electronic Municipal Market Access system20
maintained by the Municipal Securities Rulemaking Board.21
(4) "Issuer" means any "issuer of municipal securities" as defined in the22
SEC rule.23
(5) "Municipal securities" means any securities which are issued by a24
public entity which are subject to continuing disclosure under the SEC rule.25
(6) "Obligated person" has the meaning defined in the SEC rule.26
(7) "Public entity" means the state, its agencies, departments, boards,27 SB NO. 384 ENROLLED
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words in boldface type and underscored are additions.
commissions, parishes, municipalities, school boards, special districts, special1
authorities, and any other political subdivision or other entity created by any2
of the foregoing.3
(8) "SEC rule" means the municipal securities continuing disclosure rule4
of the United States Securities and Exchange Commission codified as Section5
240.15c2-12 of Title 17 of the Code of Federal Regulations, together with all6
corresponding rules, updates, notices, and interpretations of the United States7
Securities and Exchange Commission and the Municipal Securities Rulemaking8
Board, as may be amended from time to time.9
B. Findings and purpose. The legislature recognizes that public entities10
often act as issuer or obligated persons of municipal securities and therefore are11
often subject to the SEC rule, which was established in order to provide12
municipal securities investors with more timely and transparent access to13
financial and other material information while such securities remain14
outstanding. The legislature finds that the continuing disclosure requirements15
of the SEC rule are in the public interest, and now desires to establish16
procedures to provide for compliance and audit with respect to municipal17
securities issued in the state.18
C. Recordkeeping. (1) Every public entity shall continuously maintain:19
(a) A list of all Louisiana municipal securities for which the public entity20
is the issuer or an obligated person.21
(b) A copy of all continuing disclosure agreements to which the public22
entity is a party.23
(c) If, pursuant to a continuing disclosure agreement to which the public24
entity is a party, the public entity is responsible for filing notices of changes in25
bond ratings, a list of current ratings for such securities, if any.26
(2) All records required to be kept by a public entity under this Section27
shall be subject to inspection by the public entity's auditor.28
D. Audit. As part of its annual financial audit of a public entity, a public29
entity's auditor shall:30 SB NO. 384 ENROLLED
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words in boldface type and underscored are additions.
(1) Review the public entity's compliance with the recordkeeping1
requirements of this Section.2
(2) Review a sample of the public entity's filings on EMMA to determine3
if such filings are in compliance with the continuing disclosure agreements to4
which the public entity is a party.5
PRESIDENT OF THE SENATE
SPEAKER OF THE HOUSE OF REPRESENTATIVES
GOVERNOR OF THE STATE OF LOUISIANA
APPROVED: