WASHINGTON – The National Association of Bond Lawyers' incoming president, Dee Wisor, is vowing to strengthen the organization’s presence in Washington, D.C. to ensure that NABL is never again caught “flat-footed” by legislation like the muni market was with the new tax law late last year.
Wisor, an attorney at Butler Snow in Denver, discussed NABL’s advocacy efforts and agenda for the coming year in a wide-ranging interview prior to assuming the presidency during the group’s annual meeting Wednesday afternoon in Chicago. He will replace Alexandra “Sandy” MacLennan, a partner at Squire Patton Boggs in Tampa, who will remain on the board as immediate past president.
Wisor laid out a vision of NABL as a more active advocacy organization that will be focused on educating Congress about the advantages of the tax-exempt market and about the need to protect the tax-exemption for private activity bonds if they should end up on the chopping block as they did for some weeks late last year during the tax reform debate.
NABL members will vote at the annual meeting on creating a government affairs committee of members who will focus on communicating the value of tax-advantaged financing to members of Congress and their staffs.
The goal is to fend off possible future tax legislation that might propose the termination of private activity bonds – as last year’s original bill in the U.S. House of Representatives did to raise revenues to offset other tax cuts.
“My principal goal is that we not be overtaken by another tax reform bill,” Wisor said. “What’s going on at the congressional level is really going to be a focus for us.”
Wisor said the focus will remain even if Democrats seize control of one or both chambers of Congress.
“Certainly protecting private activity bonds is an important task no matter what party is in control,” he said.
If Democrats regain majority control of the House as many political analysts expect them to, Wisor is hopeful that a bipartisan bill to restore advance refundings will get a public hearing next year.
The lead sponsors of the bill are Reps. Randy Hultgren, D-Ill. and C.A. Dutch Ruppersberger, D-Md., co-chairs of the Municipal Finance Caucus.
Wisor grew up in Pennsylvania, initially not far from State College, Pa. where Penn State University is located. His parents were both schoolteachers and his father eventually became a college professor at what was then known as Lock Haven State College but is today called Lock Haven University of Pennsylvania.
His father rose to become assistant commissioner of education in the state government, leading the family to the Harrisburg area.
Wisor attended Dickinson College, a small liberal arts school in Carlisle, Pa. He graduated with a degree in economics and said the love of a woman from Denver called him west. So a day after graduation in 1973, Wisor packed all his worldly possessions into his Volkswagen, drove to Denver, and in his words “never looked back.”
He went to law school at the University of Denver, originally planning to become a water law attorney. But instead, upon his graduation in 1975, he found work as a lawyer and lobbyist for the Colorado Municipal League because he’d learned something about municipal law working part-time as a clerk in the Denver city attorney’s office.
After a couple of years there, Wisor said he happened upon a job posting for a boutique law firm called Wilson and Lamm that did nothing but muni bond work.
“I knew what municipal meant,” Wisor said. “I knew from my economics classes what a bond was. But that was sort of the extent of my municipal bond training.”
In 1982, Wisor joined Denver-based Sherman & Howard, where he remained for 32 years with one brief interlude as an investment banker with Piper Jaffray. He left Sherman & Howard in 2014 to join Butler Snow.
Wisor has a son, Paul, who also is an attorney based in Colorado specializing in municipal bonds, and a nephew who is an investment banker in Denver.
“We’ve got a lot of muni coverage here in Colorado from the extended family,” he joked.
His other son, Scott, teaches philosophy at the college level. The two sons and their wives each have two children between the ages of four and six months. Wisor’s wife, Jan, a former part-time ski instructor, has plans to teach their grandchildren to ski.
NABL has also requested that the Internal Revenue Service issue a formal guidance on the legality of a tax exempt refunding of a taxable bond issue. John Cross, the Treasury Department's associate tax legislative counsel, has assured the group of the legality but the organization wants a formal statement.
In the meantime, the new IRS 8038 forms suggest you can do a tax exempt refunding of a taxable issue, Wisor said.
NABL officials recently met with the Congressional Research Service to discuss its characterization of PABs in a research paper.
“The conclusion one might draw from reading it is, that these aren’t a very useful tool,” Wisor said. “And so we met with the economists and had a good back and forth with them and I think we may want to continue that conversation to persuade them that the tenor of the article is a bit misplaced.”
Wisor said the full NABL board is set to return to here in May, and will meet with lawmakers and policymakers then.
The group is keeping an eye on developments in the market following the launch of the Securities and Exchange Commission’s changes to Rule 15c2-12 adopted earlier this year, Wisor said.
The rule changes expand the number of material events issuers will be required to disclose on EMMA, to include bank loans and similar debt obligations. Wisor said he thinks bond lawyers have concerns about how far-reaching the new disclosure requirements will extend.
Bond lawyers have in the past asked the SEC for guidance on how it views materiality beyond the standard laid down by the Supreme Court decades ago -- what a reasonable investor would consider to be important when making a decision. The SEC has repeatedly declined to be too specific.
"I think there’s still some gray areas,” Wisor said of the rule changes.
NABL is going to continue a focus announced last year on writing new scholarly articles suitable for publication in law review journals, and is also launching a rebranded education platform for its members, Wisor said.
The group is also working on updating some model documents and staying abreast of developments with respect to Puerto Rico, cryptocurrency, and other developments with the potential to impact the muni market.
Wisor will serve as president for one year, until the group’s next annual meeting.
