When tax-exempt organizations such as local governments, public schools, or healthcare facilities look to finance their capital projects, they look to Clark Hill for guidance on the structuring, documenting, and closing of tax-exempt financing transactions. Our attorneys serve as bond, underwriter’s, disclosure, and borrower’s/issuer’s counsel to ensure that our clients’ best interests are met. We also serve as bank, trustee’s, and credit enhancer’s counsel in tax-exempt transactions.
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.
Clients benefit from our experience in undertaking a wide variety of tax-exempt or taxable governmental borrowing initiatives. Hospitals, lifecare facilities, universities, community colleges, conduit authorities, and other corporations also rely on us to handle the legal aspects of their financing needs.
While tax-exempt publicly traded 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.
For tax matters, our attorneys 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. Clients have also consulted us while being audited by the Internal Revenue Service (IRS), and we have successfully defended the tax-exempt status of their bonds in each instance. We also structure 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.”
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.