Public Finance

Tax-Exempt Bond Controversy Resolution

The scrutiny of tax-exempt and other tax advantaged municipal bond transactions is intensifying. Facing an audit or review requires the right team to deliver solid advice and quick resolution. We focus specifically on helping clients navigate the complexities of audits and reviews of tax-exempt and tax-credit bond transactions. It’s our mission to face your bond controversies head on and achieve a speedy, economical resolution to investigations.

Having our team on your side greatly facilitates case resolution and settlement with all parties involved, including the Internal Revenue Service (IRS) and the Securities and Exchange Commission (SEC). What’s more, our attorneys have resolved almost all audits through “no change” letters. In other instances, we have negotiated settlement and closing agreements, without the necessity of litigation.

Quick Facts


  • Tax controversy, public finance, litigation, and securities law capabilities to facilitate case resolution and settlement
  • Attorneys include the following:
      - Past chair, American Bar Association Tax-Exempt Financing Committee
      - Chair, National Association of Bond Lawyers IRS Enforcement Panel
      - Past chair, IRS Advisory Committee on Tax-Exempt and Government Entities
      - Chair, Public Finance Practice
      - Chair, White Collar Investigations & Enforcement Defense
      - Co-chair, Securities Litigation Practice

Areas of Focus

  • Compliance checks
  • Correspondence examinations
  • Advance refunding bonds
  • Airport facility bonds
  • Bondholder representations
  • Housing bonds
  • Pool bonds
  • Qualified 501(c)(3) bonds
  • Section 6700 examinations

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Boston 617.348.1739
Case Study: Airport Facility Bonds

Represented issuer and conduit borrower on two similar audits examining compliance with exempt facility rules, including lease characterization, accounting record documentation, and useful life limitations. Obtained “no change” letters in both matters.

Case Study: Section 6700 Examination

Represented senior underwriter in audit of numerous advance refunding transactions involving investment valuation, yield computation, record keeping, and derivative pricing issues. Audit was discontinued and no action was taken against issuers or underwriter.

Case Study: Qualified 501(c)(3) Bonds

Represented borrower in an audit that reviewed its operations, use of bond proceeds, facility valuation, management contracts, and private use. Negotiated a closing agreement with the IRS. Settlement funded by other parties to transaction.

Representative Experience

  • Represented issuers and underwriters in multiple advance refunding bond transactions involving IRS review and challenge of pricing and yield calculation methodology of escrow funds. Transactions involved Treasuries, guaranteed investment contracts, and various derivative products. Obtained “no change” letters and negotiated closing agreements with IRS. Closing agreements permitted escrow restructurings and refundings at significant savings to issuers. Settlement agreements minimized issuer contributions and protected the parties’ reputations.
  • Represented a bondholder in an examination of yield burning on an advance refunding escrow. Worked successfully with the IRS, issuer, and underwriter to preserve the tax-exempt status of the bonds.
  • Represented an issuer in an examination of exempt facility housing bonds. The examination involved a thorough review of loans, investments, and derivative transactions. Obtained a “no change” letter for issuer.
  • Represented several issuers of pool bonds in examinations encompassing expenditure analysis, rebate compliance, swap pricing, and yield integration. Obtained “no change” letter for issuers.

Clients We Serve

  • Bond counsel
  • Bond holders
  • Bond issuers
  • Borrowers
  • Credit enhancers
  • Institutional investors
  • Trustees
  • Underwriters

  • The Bond Buyer IRS Finalizes Rules for Bond-Financed Waste Facilities is quoted discussing the regulations for tax-exempt financing of bond-financed waste facilities, and the recommendations proposed by attorneys last year.
  • Modern Healthcare On the Chopping Block: Municipal Bonds Could be Seen as Part of Deficit Fix Charles A. Samuels is quoted discussing the changes that his client, the National Association of Health and Education Facilities Finance Authorities, would face if the proposed deficit reduction plan goes through.
  • BNA Daily Tax Report IRS Guidance Allows Allocation of Volume Cap to Entire Financing is quoted detailing the volume cap relief for issuers.
  • Tax Analysts New Option on Bond Issuance Date Helpful, Practitioners Say is quoted praising the new IRS guidance and the positive impact it will have on issuers.

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