Public Finance Law

Communication. Commitment. Integrity. Positivity. Innovation. Collaboration—all are necessary for an effective leader, and Clark Hill’s Public Finance team has built a reputation as a leader in the public finance arena. Our attorneys are well versed in federal and state securities and tax laws, as well as the local borrowing laws in the jurisdictions in which we practice. We assume leadership positions throughout the industry from serving as panelists at state and national bond lawyer education conferences to serving on boards of industry associations. Most importantly, we guide our clients through the public finance process striving to bring a sense of relief to what can be a frustrating and time consuming journey.

Our attorneys possess the breadth and depth of experience to undertake—technically, creatively, and efficiently—virtually every type of tax-exempt (or taxable) governmental borrowing permissible under law. Our leadership and knowledge are reflected in the number of state and local governments, hospitals and other healthcare facilities, lifecare facilities, universities, community colleges, public schools, conduit authorities, and other corporations we represent and that rely on us to handle the legal aspects of their financing needs.

Our geographic reach ensures that our Public Finance attorneys have deep and varied experience concerning both typical and sophisticated financing structures for states, counties, universities, municipal and local government authorities, agencies, and public schools.

While tax-exempt bonds are exempt from the registration requirements imposed by federal securities laws, the anti-fraud provisions and information dissemination provisions do apply. In addition to assisting with the preparation of offering documents in connection with municipal finance issues, we also regularly prepare “blue sky” surveys to determine state securities law registration requirements. Our firm also advises broker-dealers and investment advisors on regulatory compliance issues, including those involving the US Securities and Exchange Commission, the Financial Industry Regulatory Authority, and state securities commissions. In addition, our municipal finance attorneys are experienced with the continuing disclosure obligations of municipal borrowers and even pioneered a continuing disclosure program with the Pennsylvania Association of School Business Officials.

Clark Hill has also handled unique tax issues over the years. We have addressed arbitrage-related and public/private use issues, useful life determinations, remediation of private use, transferred proceeds issues, reissuance questions, and taxable/tax-exempt partition issues to name a few. Our attorneys also have extensive experience representing clients during Internal Revenue Service (IRS) audits and have successfully defended the tax-exempt status of the bonds in each instance. In addition, we are skilled in structuring guaranteed investment contracts (GICs), forward supply and other put-based investment agreements, contracts to swap (SWAPs) variable rate debt for fixed rate debt, together with other derivative products and “synthetic securities.”

Our firm serves as bond, credit enhancer’s, underwriter’s, disclosure, trustee’s, bank, borrower’s, and issuer’s counsel and have assisted clients with the following types of tax-exempt and taxable financings:

  • Unlimited and limited tax general obligation bonds and bond anticipation notes
  • Revenue bonds (lease and loan structures), including §501(c)(3) and manufacturing facilities
  • Tax Increment bonds
  • Water, sewer, and drain bonds
  • Tax credit bonds
  • Transportation bonds, including toll roads, airports, ports, and public/private partnerships
  • Special assessment bonds
  • Building authority bonds
  • Finance leases, including equipment leases
  • Installment purchase agreements
  • Tax and revenue anticipation notes
  • Student loan bonds
  • Housing bonds

Experience

Redevelopment of the iconic Argonaut Building in Detroit, Michigan at a project cost in excess of $150,000,000 through a multi-layered tax credit transaction involving State and Federal Historic Tax Credits, New Market Tax 

Public Finance and Public Finance Litigation - Presented at Public Finance Public Hearings before Treasury Department and Internal Revenue Service on topic of "On Behalf of" regulation promulgation.

Public Finance and Public Finance Litigation - Served as bond counsel, underwriter’s counsel and special counsel in connection with original issue financings and refundings for local government units, municipal authorities and state authorities.

Public Finance and Public Finance Litigation - Presenter/Lecturer at Pennsylvania Finance Authority seminars.

Representation of a locally based developer in connection with (i) negotiating and drafting documentation connected with site acquisition, development and construction of numerous strip malls leased to national retailers; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop the project; (iii) providing counsel in environmental issues with respect to the site; (iv) assisting the developer in obtaining construction and permanent financing including letter of credit enhancement financing for a number of projects combined into one financing; and (v) handling all title insurance matters for such developer's projects
Draft "form" documentation for tax-exempt transactions.
Act as Bond Counsel for industrial development projects, solid waste facilities, airports, hospitals, universities, colleges and other 501(c) (3) debt and leasing transactions.
Represent national Lessors with regard to tax-exempt leasing transactions.­
Represented commercial lenders in tax-exempt financing transactions and, in connection therewith, prepared and/or reviewed term sheets, commitment letters, loan agreements, security agreements, and reviewed title matters
Panelist on Tax-Exempt Financing for the Pennsylvania Economic Development Association
Represented a county industrial development authority in connection with co-generation facility financings
Served as counsel to municipalities and municipal authorities on Pennsylvania Infrastructure Investment Authority (Pennvest) financings
Served as lead Bond Counsel, Special Counsel, or Underwriter’s Counsel in hundreds of millions of dollars of general obligation, water and sewer revenue, solid waste, parking facilities, and 501(c) (3) nonprofit corporations financings
Served as Bond Counsel for one of the first bond financings in Pennsylvania under the Transportation Partnership Act, the proceeds of which were used for an interchange project

Public Finance and Public Finance Litigation - Lectured at a Pennsylvania Association of Bond Lawyers Seminar on the topic of municipal authority takeovers.

Public Finance and Public Finance Litigation - Reported public finance-related decisions include: West Deer Civic Association v. West Deer Township, 75 Pa. D. and C. 2d 611 (1975); Harrison Township Water Authority v. Township of Harrison, 141 Pitts. L.J. 175 (1993).

Represent corporate trust providers in transactions involving public finance.

Public Finance and Public Finance Litigation - Represented bond trustees in default settings including the bankruptcy of obligor of debt service requirements under bond issues.

Represent Broker Dealers with regard to their roles in public finance transactions, including preparation of disclosure materials and federal and state securities law filings.