Tax-Exempt Bond Controversy Resolution

Mintz Levin's Tax-Exempt Bond Controversy Resolution Team is uniquely equipped to help clients navigate the complexities of audits and reviews of tax-exempt bond transactions by the Internal Revenue Service (IRS) and the Securities and Exchange Commission (SEC). Our mission is to achieve the speedy and cost-effective resolution of IRS and SEC investigations. Our members have represented issuers, borrowers, bond holders, underwriters, bond counsel, and others connected with tax-exempt bonds audits and reviews.

Our team includes:

• the Chair of the ABA's Tax-Exempt Financing Committee and the Chair of NABL's IRS Enforcement Panel
  
• the former Chair of the Internal Revenue Service Advisory Committee on Tax Exempt and Government Entities
  
• the Manager of our Public Finance Practice
  
• the Chair of Mintz Levin's White Collar Criminal and Corporate Investigative Practice
  
• a senior Securities Litigator
  

Since the inception of the IRS's enforcement program, our members have resolved most audits through "no change" letters. In other instances, we have negotiated settlement and closing agreements, without the necessity of litigation.

Our capabilities encompass the following key areas:

• Tax Controversy and SEC Enforcement
  We apply our comprehensive knowledge of the enforcement process and manage the competing interests of the many parties invariably involved in these matters.
  
• Public Finance
  We understand the legal issues involved in the tax-exempt finance area and know how to advocate most effectively for the client whose position is being challenged.
  
• White Collar Litigation
  We contain and manage the potential exposures posed by enforcement actions.
  
• Securities Law
  We address the potential disclosure issues that arise in tandem with tax challenges.
  

Having a team with the full-spectrum of tax controversy, public finance, litigation, and securities law capabilities greatly facilitates quick and efficient case resolution with both the regulators and the parties to the settlement. This breadth combined with Mintz Levin's culture of responsiveness, industry focus and practical problem-solving creates a synergy that has been the foundation of the firm's growth and success since its founding in 1933.

Representative Enforcement Transactions

• 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.
  
  
• Advance Refunding Bonds — Represented issuers and underwriters in multiple 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. The closing agreements permitted escrow restructurings and refundings at significant savings to issuers. The settlement agreements minimized issuer contributions and protected the parties' reputations.
  
  
• Housing Bonds — Represented issuer in an examination involving change in status from Qualified 501(c)(3) Bonds to Exempt Facility Bonds subject to the AMT. Obtained closing agreement preserving tax-exempt status.
  
  
• 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.
  
  
• Pool Bonds — Represented issuer in an examination encompassing expenditure analysis, rebate compliance, swap pricing, and yield integration. Obtained "no change" letter for issuer.
  
  
• 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.

Team Members

Jeremy A. Spector
Mr. Spector leads the Tax-Exempt Bond Examination Resolution Group. He is nationally recognized for his expertise in municipal bond enforcement and the federal tax aspects of municipal bonds. Mr. Spector is currently Chair of the American Bar Association's Tax-Exempt Financing Committee. He also chairs the National Association of Bond Lawyer's IRS Enforcement Panel. Mr. Spector is a Fellow of the American College of Bond Counsel and the American College of Tax Counsel.

Maxwell D. Solet
Mr. Solet has principal responsibility for the public finance tax practice. He is a former chair of the Internal Revenue Service Advisory Committee on Tax Exempt and Government Entities.

Richard Moche
Mr. Moche is the manager of the Firm's Public Finance Section. He has extensive experience in virtually all types of municipal bond transactions and derivative transactions. In 2006, he was the recipient of the National
Federation of Municipal Analysts Meritorious Service Award.

John F. Sylvia
Mr. Sylvia has substantial trial and alternative dispute resolution experience in representing plaintiffs and defendants involved in enforcement proceedings. His practice emphasizes securities-related issues, including representation of issuers, corporations, officers, directors, and individuals in the prosecution and defense of Securities Act of 1933 and Securities Exchange Act of 1934 claims.

Peter A. Chavkin
Mr. Chavkin heads the Firm's White Collar Criminal and Corporate Investigative Practice. He has more than 25 years experience on white collar criminal defense and other regulatory and enforcement matters. This experience includes representing individuals and entities before the SEC and Department of Justice for a variety of suspected violations of securities and tax laws.

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