Find Lawyers in Orlando, Florida for Public Finance Law
Practice Area Overview
A public finance law practice involves all aspects of financing activities for entities or projects that can borrow on a tax-exempt basis. These entities or projects consist of a variety of governmental issuers, including states, municipalities, counties, governmental agencies, and economic development agencies; nonprofit borrowers, such as colleges, hospitals, and cultural institutions; and projects, such as student loans, affordable housing, and solid waste disposal, among others. Public finance lawyers represent issuers, underwriters, borrowers, bondholders, trustees, and other parties in connection with the issuance and holding of tax-exempt bonds. The practice includes representation in financing, tax, and general legal matters. A few law firms with public finance practices also specialize in defaults and workouts of tax exempt bonds.
There are several roles that an attorney or law firm can play in public finance, including serving as bond counsel, disclosure counsel, underwriter’s counsel, trustee counsel, and bondholder counsel.
- Bond counsel is typically retained by the issuer and provides a legal opinion that bonds have been validly issued and that the interest thereon is exempt from federal (and perhaps state) taxes, in addition to preparing and advising on the various documents relating to issuance.
- Disclosure counsel is retained by the issuer and provides advice on issuer disclosure obligations and typically prepares the official statement and continuing disclosure agreement.
- Underwriter’s counsel represents the underwriter on the purchase of a new issue of municipal securities. This includes a review of the issuer’s bond resolution and documentation, a review of the accuracy and adequacy of disclosure in the official statement, the preparation of the purchase contract for the sale of the bonds to the underwriter and the official statement, assisting the underwriter in establishing the underwriter’s due diligence, and the delivery of a “10b-5” opinion.
- Trustee counsel may play a small role at issuance, but if a deal becomes distressed, assists the trustee in navigating the complexities of the exercise of rights and remedies and capital recovery on behalf of bondholders.
In addition, bond financings bear on other areas of the law since they involve understanding the financial and operating position of issuers of securities. The issues involved in a bond financing are complex, and it is essential that the public finance attorney or law firm understand and stay up-to-date on the ever-evolving laws and regulations proposed and implemented by the Internal Revenue Service (IRS) and the Securities and Exchange Commission (SEC).
Warren S. Bloom is Co-Chair of the Public Finance Practice and began his legal career with Kaye Scholer in New York City in the mid-1980s concentrating on the representation of lending institutions in leveraged buyouts and "going private" transactions. Upon his relocation to Florida in late 1988, Warren began to focus his practice on public finance and the representation of creditor entities in such transactions (e.g., indenture trustees, bondholders, bond purchasers and credit enhancers). Si...
Douglas Starcher successfully manages mergers and acquisitions and has been recognized by the M&A Advisor in New York as the Seller’s Attorney on the 2015 Technology Deal of the Year over $250 million and again in 2018 on the Financials Deal of the Year. Mr. Starcher serves as outside general counsel for entrepreneurs and growth companies, and regularly counsels clients as a trusted advisor with regard to organizational structuring, capitalization, contracts, technology licensing, a...
Jéan E. Wilson is Chair of the firm's Orlando and Atlanta Public Finance Practices. Jéan has broad experience as bond counsel, disclosure counsel, underwriters' counsel, bank counsel, trustee's counsel, borrower's counsel and purchasers' counsel in various types of tax-exempt and taxable financings, including housing, transportation, public utilities, general obligation, sales tax, revenue and tourist development tax issues, as well as tax increment, industrial development and d...
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