SECURITIES AND EXCHANGE COMMISSION – ETHICAL
STANDARDS
An independent financial advisor is a company or individual
who provides your local unit of government advice
independently from the purchasing or underwriting of its
debt. Why is this important? The answer is
money and the Securities and Exchange Commission (SEC)
requirements.
Money – Traditionally, a company will receive higher
fees serving a local unit of government as its underwriter
rather than its financial advisor. For example,
Kansas law requires that general obligation bonds in excess
of $100,000 be sold at public sale unless associated with a
refunding bond issue. If a municipality has $80,000
in debt outstanding and a new money project of $1,000,000,
then financial advisor can resign and serve as
underwriter. Fees received serving as underwriter
rather as financial adviser are typically twice as high or
more. Plus, your local unit of government receives
non-competitive interest rates, which is what really costs
you more money over the life of the issue.
The Securities and Exchange Commission has rules regarding
this conflict of interest.
Rule G-23(d)(i) requires a financial advisor wishing to
underwrite or place an issue of municipal securities on a
negotiated basis to: (i) terminate in writing the financial
advisory relationship with respect to such issue and the
issuer has expressly consented in writing to such
acquisition or participation; (ii) disclose in writing to
the issuer at or before such termination that there may be
a conflict of interest in changing from the capacity of
financial advisor to purchaser of or placement agent for
the securities with respect to which the financial advisory
relationship exists and the issuer has expressly
acknowledged in writing receipt of such disclosure; and
(iii) expressly disclose in writing to the issuer at or
before such termination the source and anticipated amount
of all remuneration to the dealer with respect to such
issue in addition to the compensation as financial advisor,
and the issuer has expressly acknowledged in writing
receipt of such disclosure. If such issue is to be sold by
the issuer at competitive bid, the issuer must expressly
consent in writing prior to the bid to the financial
advisor's acquisition or participation.
See http://www.msrb.org/msrb1/archive/g23no2approval.htm.
Having Ranson serve as your financial advisor precludes
your local unit of government from having to deal with Rule
G-23(d)(i). Our sole purpose is to act as your
financial advisor. We never underwrite your local
unit of government’s debt. Economically, having
Ranson serve as your financial advisor guarantees your
local unit of government will receive the lowest interest
rate on its debt on any given day. Negotiating a
transaction with your “Financial Advisor” will
cost you money.