Municipal Securities Regulation and Enforcement: 2021 in Review and a Look Ahead at 2022

Andrew is an associate in the firm’s Finance Department, focusing his practice on public finance matters. He helps guide clients through conduit revenue bond financings (including 501(c)(3), essential housing, project finance, and charter school transactions), as well as general obligation bond issuances, serving as bond counsel, underwriter’s counsel, and borrower’s counsel. Andrew prepares a variety of complex financing documents, including offering documents, bond purchase agreements, trust indentures, loan agreements, continuing disclosure agreements, and regulatory agreements. Andrew also has experience reviewing and investigating federal securities laws and potential FINRA violations. Prior to Ballard Spahr, Andrew was a summer 2017 legal intern at the U.S. Securities & Exchange Commission and worked at the Financial Industry Regulatory Authority (FINRA) after law school.

M. Norman Goldberger is a member of the firm's Elected and Expanded Boards and co-leads the firm's Municipal Securities Regulation and Enforcement Team. He concentrates on complex commercial matters, including securities litigation, consumer fraud class actions, restrictive covenants, derivative actions, internal investigations, False Claims Act litigation, RICO litigation, and issues relating to the availability of insurance coverage for commercial litigation matters. Norman has represented clients ranging from start-ups to Fortune 500 public clients in industries including financial institutions, stock brokerages, investments/securities, accounting, cable and telecommunications, real estate investment trusts, real estate partnerships, construction, engineering, equipment leasing, semiconductors, chemicals, retail, manufacturing, and hospitals and health care facilities. Norman has worked on a wide variety of securities cases in the federal district courts and the federal appellate courts. He has also represented clients in NASD and NYSE arbitration proceedings on securities matters. Norman has also successfully defended derivative litigation as well as an important case revolving around a hospital's ownership of research information generated as a result of treatment performed on its patients. He also conducted an arbitration in which the client was awarded $16.2 million. Norman has been involved in many consumer-fraud class action matters. He has also worked on more than 20 restrictive covenant matters and has used his experience litigating these matters to aid clients when drafting employment agreements that involve such clauses. The kinds of restrictive covenants he has encountered run the gamut from the mundane (e.g., nonsolicitation covenants that prevent poaching clients or customers of the former employer) to the complex (e.g., agreements that involve a garden leave clause requiring an employee to work from home while continuing to receive his or her usual salary and benefits once notice is given to the employer of an intent to work for a competitor). For more than 20 years, Norman has advised clients about insurance and litigated with insurance carriers on a variety of D&O liability insurance matters. He also has performed risk analysis and due diligence for clients when selecting D&O coverage. He has also obtained coverage for clients under various policies for commercial matters when such coverage seemed at first glance to be unavailable. Norman has argued before the U.S. Supreme Court and in appellate and trial courts throughout the United States.

John C. Grugan represents clients in government investigations and complex litigation brought by the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the Consumer Financial Protection Bureau, and state attorneys general. In addition, John has substantial experience working with boards of directors, audit committees, and corporate management to direct corporate internal investigations. John’s experience includes numerous engagements in which he handled corporate investigations and related negotiations with the government, after which the government declined to prosecute or pursue litigation. John is a frequent lecturer and author on topics such as government investigations of financial services institutions and protecting corporate interests in internal investigations. He is ranked in Chambers USA for Litigation—Securities (Pennsylvania) and is listed annually in Benchmark Litigation as a "local litigation star" and a "Pennsylvania Super Lawyer" by Law & Politics and Philadelphia magazines. In the community, he is a member of several non-profit boards and is active with several Philadelphia-area civic and charitable organizations. At Ballard, John has held a number of leadership positions, including serving as a member of the Firm’s Elected Board. Before joining Ballard Spahr, John was a law clerk to the Hon. James McGirr Kelly of the U.S. District Court for the Eastern District of Pennsylvania. He also served as a trial attorney in the U.S. Department of Justice Honor Program, Civil Division.

Teri M. Guarnaccia has a particular focus on the public finance area, where she has acted as underwriter's counsel, borrower's counsel, and bond counsel in numerous tax-exempt and taxable bond financings. Teri is the Practice Co-Leader of the firm's Public Finance Group, Co-Leader of the firm's Municipal Securities Regulation and Enforcement Team, and currently serves as the President of the National Association of Bond Lawyers. Teri has experience with a wide range of financing structures, including traditional fixed-rate, variable-rate, and multimodal structures involving various forms of credit enhancement and liquidity support, and is also known for her work on real estate finance transactions, including representation of large institutional lenders.

William C. Rhodes leads the firm's Education Industry Group and its Municipal Recovery Initiative. Bill regularly represents issuers, broker-dealers, and investors in all areas of public finance, with an emphasis on the offering of high-yield (unrated) municipal securities. Bill represents clients in the financing of public infrastructure, transportation, project financing, economic development, and public purpose facilities for governments and their authorities. His clients also include public and private secondary schools, colleges, and universities; health care systems; cultural institutions; and municipal- and investor-owned water, wastewater, and energy utilities. He also has extensive experience in affordable housing, including single-family mortgage finance and multifamily, military, and senior housing projects. Bill regularly advises issuers, underwriters, municipal advisers, and investors in the evolving landscape of municipal securities regulation and enforcement, including regulatory compliance, primary and secondary market disclosures, and enforcement actions.

Kimberly D. Magrini serves as counsel to investment banking firms and investors, municipalities, issuers, and trustees in all types of public finance and municipal securities transactions. Her experience also includes representing a variety of 501(c)(3) organizations, including hospitals and other health care organizations, colleges and universities, private and charter schools, and museums. Kim focuses her practice on various municipal securities law issues, municipal finance and recovery, project finance including public-private partnerships (P3), and housing finance. Through a secondment in the investment banking legal department at Goldman Sachs, Kim has experience handling various legal, regulatory and compliance issues related to municipal securities, including remarketings, commercial paper programs, the municipal advisor rule, G-17 considerations, MSRB rules, and internal policies and procedures. Kim acts as counsel to municipalities, underwriters, placement agents, and investors in a wide range of municipal financings, including distressed financings, high-yield offerings, secondary market transactions, and municipal bankruptcies and workouts. Kim has experience with issues unique to Pennsylvania law (including Act 47) and maintains a special focus on disclosure issues for distressed municipalities, including pension analysis and disclosure and securities regulatory enforcement. In addition, Kim has significant experience in environmental, social and governance (ESG) financing initiatives, including green infrastructure, green bonds, and other renewable energy financing options and social bonds. Kim is the co-leader of the Investment Banking and Market Regulation subindustry group within the Firm’s Banking and Financial Services group, and also a part of the Firm’s ESG initiative. Kim represents clients in P3 and public-public partnership transactions on large complex infrastructure and transportation projects across the country, including as P3 counsel to the Virginia Department of Transportation for the I-395 HOT Lanes Project and the FredEx HOT Lanes Project, the Georgia Department of Transportation for the I-285/SR 400 Reconstruction Project, the Pennsylvania Department of Transportation for the Middletown Station Project and Amtrak in connection with the reconstruction of Chicago Union Station, Baltimore Penn Station and Philadelphia 30th Street Station, and as bond counsel for the Pennsylvania Department of Transportation Rapid Bridges Replacement Project. Kim also maintains an active housing finance practice, regularly representing issuers, investors, developers, and trustees in Low Income Housing Tax Credit housing financing transactions and single-family mortgage bond transactions. She has represented investors and developers across the country in numerous lower-tier LIHTC deals, including transactions involving solar and renewable energy credits. In addition, she has developed significant knowledge of green financing initiatives, including green infrastructure, PACE, and other renewable energy financing options. Before entering the law, Kim worked for several years as both a legal and environmental science research assistant at Drexel University.