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About Brian

Brian Teaff has a multifaceted tax practice, advising clients in connection with tax-exempt financings and other business transactions in the public finance area, as well as counseling public charities, private foundations on a wide range of tax planning and compliance matters. In his public finance practice, Brian serves as tax counsel on governmental and conduit financings where he works with issuers and borrowers to structure the issuance of tax-advantaged obligations. His clients include various types of governmental entities, such as cities, counties, school districts, hospital districts, community colleges and state universities, and economic development corporations, as well as tax-exempt organizations and private companies who seek to lower their borrowing costs by accessing the tax-exempt bond market. Brian also assists issuers and borrowers with post-issuance compliance matters, such as managing private business use, taking remedial actions and reviewing and drafting management contracts. Additionally, Brian helps clients navigate the examination process in the event of an Internal Revenue Service audit.

In his tax-exempt organizations practice, Brian routinely advises hospitals and other health care organizations, colleges and universities, independent and parochial schools, religious organizations of all denominations, charter schools, museums, advocacy groups, grant-making foundations and other nonprofit organizations with respect to the myriad of tax and board governance issues they face on a daily basis. Brian also has experience representing domestic and foreign individuals with respect to their estate, business succession and philanthropic planning.

Actively involved in the tax community, Brian is currently serving as the Chair of the Tax-Exempt Finance Affinity Group of the American Health Lawyers Association, and has served as the chairman of the Tax Section of the Houston Bar Association and as chairman of the General Tax Issues Committee of the State Bar of Texas, Tax Section, and as vice chairman of the Tax-Exempt Finance Committee of the State Bar of Texas, Tax Section, in addition to presenting on a wide range of public finance and tax-exempt organization topics to various trade groups and associations.

Experience

Recent Notable Matters

Presbyterian Village North — bond counsel in connection with the issuance of $91.860 million Series 2018 bonds

Brazos Presbyterian Homes, Inc. and BHP Holding Co — acquisition of Longhorn Village, an entrance fee life plan community in Austin, Texas, through a member substitution transaction resulting in BPHH becoming the sole member of Longhorn Village; before the change in control, Longhorn Village was previously sponsored by The Texas Exes, the official alumni association of the University of Texas

East Texas Medical Center Healthcare System — sale of substantially all assets to Ardent Health Services, including a network of 9 hospitals, 39 clinics, 2 inpatient facilities, 13 regional rehabilitation facilities, physician clinics, 2 emergency centers, regional home health services covering 41 counties, a comprehensive seven-trauma center care network, and an EMS fleet of more than 45 ambulances and 4 helicopters. In connection with the acquisition, Ardent and The UT Health Science Center formed a partnership and will invest more than $125 million in the new UT Health East Texas health system to support operations and fund improvements.

Corpus Christi Independent School District — tax counsel to issuer in connection with $57.315 million of Unlimited Tax School Building Bonds, Series 2018

Galena Park Independent School District — tax counsel to issuer in connection with $100.23 million of Unlimited Tax School Building and Refunding Bonds, Series 2018

Houston Community College System — tax counsel to issuer in connection with $19.455 million of Limited Tax Refunding Bonds, Series 2016, $28.87 million of Maintenance Tax Refunding Bonds, Series 2016, and $50.345 million of Combined Fee Revenue Refunding Bonds, Series 2016

Klein Independent School District — tax counsel to issuer in connection with $145.89 million of Unlimited Tax Schoolhouse Bonds, Series 2017

Lone Star College System — tax counsel to issuer in connection with $133.015 million of Limited Tax General Obligation Bonds, Series 2017A

Spring Independent School District — tax counsel to issuer in connection with $198.715 of Unlimited Tax School Building Bonds, Series 2017

Bexar County, Texas — tax counsel to issuer in connection with $28.140 million of Flood Control Tax Refunding Bonds, Series 2017, $40.840 million of Pass-Through Revenue and Limited Tax Bonds, Series 2017 (Potranco Road Project), and $384.715 million of Limited Tax Refunding Bonds, Series 2017

City of Houston, Texas — tax counsel to issuer in connection with $90.65 million of Airport System Special Facilities Revenue Bonds (United Airlines, Inc. Technical Operations Center Project), Series 2018 (AMT) and $46.425 million of Airport System Special Facilities Revenue Bonds (United Airlines, Inc. Airport Improvement Projects), Series 2018C (AMT)

Travis County, Texas — tax counsel to issuer in connection with $48.460 million of Certificates of Obligation, Series 2017

Bexar County Hospital District d/b/a University Health System —  tax counsel to issuer in connection with $283.565 million of Certificates of Obligation, Series 2018

Houston Methodist Hospital — tax counsel in connection with the issuance of the $300 million of Harris County Cultural Education Facilities Finance Corporation Revenue Bonds (Houston Methodist Hospital), Series 2015

Texas Children’s Hospital — tax counsel in connection with the issuance of $195.72 million of Harris County Cultural Education Facilities Finance Corporation Hospital Revenue Bonds (Texas Children’s Hospital), Series 2015-1, $50 million of Harris County Cultural Education Facilities Finance Corporation Hospital Revenue Bonds (Texas Children’s Hospital), Series 2015-2, and $110 million of Harris County Cultural Education Facilities Finance Corporation Hospital Revenue Bonds (Texas Children’s Hospital), Series 2015-3

Texas Health Resources — tax counsel in connection with the issuance of the $133.470 million of Tarrant County Cultural Education Facilities Finance Corporation Texas Health Resources System Revenue Bonds, Series 2017A and Series 2017B

Alamo Regional Mobility Authority — tax counsel to issuer in connection with $62.105 million of Senior Lien Vehicle Registration Fee Revenue Bonds and $52.32 million of Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016

Central Texas Regional Mobility Authority — tax counsel to issuer in connection with $74.69 million of Subordinate Lien Revenue Refunding Bonds, Series 2016

Fort Bend County, Texas — tax counsel to issuer in connection with $64.44 million of Senior Lien Toll Road Revenue Bonds, Series 2016

Alamito Public Facilities Corporation — tax counsel to issuer in connection with multiple publicly offered and privately placed tax-exempt obligations related to the financing of multifamily housing developments located in El Paso, Texas

Texas Department of Housing and Community Affairs — tax counsel to issuer in connection with $29.5 million of Multifamily Notes (Mercantile Apartments Project), Series 2016

San Antonio Houston Trust Finance Corporation — tax counsel to issuer in connection with multiple publicly offered and privately placed tax-exempt obligations related to the financing of multifamily housing developments located in San Antonio, Texas

Mission Economic Development Corporation — bond counsel to issuer in connection with $336.430 million Senior Lien Revenue Bonds (Natgasoline Project) Series 2018; $50 million Mission Economic Development Corporation Senior Lien Revenue Bonds (Natgasoline Project), Series 2016A; and $202.885 million Mission Economic Development Corporation Senior Lien Revenue Bonds (Natgasoline Project), Series 2016B

Private Placements — tax counsel to issuers and borrowers related to the private placement of tax-exempt obligations related to governmental issuers, exempt organizations (health care, educational and civic), and multifamily housing developments

Public charities and private foundations — guidance with respect to the creation, funding and maintenance of private foundations, public charities and endowment funds, including providing tax advice with respect to relevant excise taxes and unrelated business taxable income issues

Tax-exempt health care organizations — structuring Accountable Care Organizations and maintaining compliance with other rules and regulations enacted as part of the Affordable Care Act, including Internal Revenue Code Section 501(r)

Publications and Speeches

"No More Advance Refundings!? What Do We Do Now?," American Health Lawyers Association Webinar, November 2018.

“Bridging the Gap in Municipal Borrowing,” Lone Star National Bank Seminar, November 2018.

"IRS Provides Issuers of Tax-Advantaged Debt With New ‘DIY’ Tools to Fix Nonqualified Use," Bloomberg Tax, May 28, 2018.

"Healthcare Transactions: How to Get to Closing," UT Law’s 30th Annual Health Law Conference, Houston, April 5, 2018.

"Expert Analysis: The Public Finance Industry Dodged a Tax Reform Bullet,” Law360, January 12, 2018.

“Covering the Bases for Potential Tax Reform,” The Bond Buyer, November 21, 2017.

“Internal Revenue Service to Begin New Procedure for Initiating Tax-exempt Bond Audits,” American City & County, April 11, 2017.

"New Issue Price Regulations : The Good , the Bad and the Ugly," The Bond Buyer, February 8, 2017.

“Management Contracts Safe Harbors Revisited – IRS Releases Updated Guidance (Again),” The Bond Buyer, January 2017.

“Final Issue Price Regulations Significantly Change Current Rules,” The Bond Buyer, December 2016.

“Navigating the Waters of Noncash Contribution – Tips Regarding Gift Policies, Agreements, and Tax Receipts,” Independent School Association of the Southwest, Advancement Conference, April, 2016.

“IRS Takes Another Stab at Proposed Issue Price Regulations – A Step in the Right Direction, but Practical Questions Remain,” Texas Tax Lawyer, Fall 2015.

“Commentary: Simplified Settlement Procedures for Issuers of 501(c)(3) Bonds,” The Bond Buyer, January 2015.

“Board and Governance Issues for Nonprofits,” Nonprofit Law Institute, September 16, 2014.

Credentials

Education

New York University School of Law,
LL.M., Taxation
2009
California Western School of Law,
J.D.
2008
magna cum laude
University of San Diego,
Bachelor of Arts
2003

Bar Admissions

Texas
California

Affiliations

American Health Lawyers Association
Chair of Tax
Tax-Exempt Finance Affinity Group
State Bar of Texas
Tax Section, Tax-Exempt Finance Committee, Vice Chairman, 2017-2018; Tax Section, General Tax Committee, Chairman, 2016 - 2017
Houston Bar Association, Tax Section
Chair, 2015 - 2016; Chair-Elect, 2014 - 2015; Secretary, 2013 - 2014; Treasurer, 2012 - 2013
Houston Young Lawyers Association
Co-Chairman, 2013 - 2015; Co-Vice Chairman, 2011 - 2013; Leadership Academy, 2010 - 2011
California Bar Association
Honorable Order of Kentucky Colonels

News

News

Texas Super Lawyers Recognizes 23 Bracewell Attorneys

March 11, 2014
Super Lawyers, Thomson Reuters

Bypass Trusts: Obsolete Bygones or Too Good to Pass Up?

October 23, 2013
Estate Planning Journal

Insights

Insights

Spotlight on Public Finance, Spring 2018

Featured Article: Only You Can Prevent Cyber-attacks: How to Spot the Fires and Put Them Out

Tax Dashboard

Visit our new Tax Dashboard where we gather important tax resources and developments from our lawyers as well as industry outlets.

Noteworthy

Noteworthy

Thomson Reuters
Texas Super Lawyers
Texas Rising Star, 2013 - 2018
California Western School of Law
California Western Law Review
Associate Editor
California Western School of Law
California Western International Law Journal
Associate Editor

Events

Past Events