Todd Greenwalt works with governmental entities and tax-exempt organizations, advising them with regard to tax-exempt financings and other business transactions, and resolving tax-exempt status issues. His clients include all types of state and local governmental entities, hospitals, other health care organizations, colleges and universities, charter schools, museums, arts organizations, community and economic development organizations, private foundations, advocacy groups and other charities. Todd provides federal income tax advice as bond counsel, underwriter's counsel and borrower's counsel in connection with tax-exempt financings and advises tax-exempt organizations on a wide-range of federal tax and state nonprofit law issues, including formation and application for tax-exempt status, unrelated business income tax, intermediate sanctions, IRS examinations, accountable care organizations and other health care-specific issues and structuring joint ventures to comply with IRS guidelines.
Recent Notable Matters
Numerous counties, cities, towns, school districts, regional infrastructure entities and other governmental units — represented in recent borrowings and restructurings, including advance refundings, tax credit bonds, and post-issuance remediation
Numerous hospitals, colleges and universities, secondary schools, continuing care facilities, museums and other arts organizations, and other charities — represented in recent borrowings and restructurings, including synthetic fixed-rate refundings, auction rate financings, new money financings, and post-issuance remedial action
Major hospital system — represented in recent borrowing structured as an "acquisition financing" under current proposed regulations
Major cities — represented in connection with the restructuring of existing stadium financing and structuring financing for new stadium
Major university — represented in connection with IRS audit of swap pricing; resolved examination with no change after initial IRS position adverse to client
Two major health care systems — represented in connection with IRS examinations of "acquisition financings" undertaken to facilitate the combination of previously unrelated health care systems to create the two systems, resolving both examinations in a manner that preserved the acquisition financing treatment and continued tax-exempt status of the bonds
Private business use — represented various clients in connection with identifying and tracking private business use, including the analysis and structuring of qualified management contracts
Multi-city health system — represented in connection with IRS examination of joint ventures with physicians and proprietary health providers that resulted in IRS accepting client's position and approving multi-million dollar refund claim
Major teaching hospital — represented in negotiations with the IRS involving the hospital’s participation in certain physician recruitment activities, resulting in a closing agreement with the IRS that contained detailed physician recruitment guidelines, serving as the forerunner to Revenue Ruling 97-21 dealing with physician recruitment
Major hospital systems — represented multiple hospital systems in connection with the creation of whole hospital joint ventures combining health care activities of the nonprofit systems with the operations of investor-owned hospital systems, structured to address control requirements necessary to preserve the nonprofit hospital systems' continuing tax-exempt status
Tax-exempt organizations — represented in connection with IRS audits of alleged political activities, advising both 501(c)(3) and 501(c)(4) organizations regarding advocacy and political campaign activities, including the tax treatment of contributions, notice requirements, and public disclosure
Tax-exempt organizations — represented in connection with governance and compliance issues, including governing board training, review of organizational documents and review of drafting policies
Amateur sports organization that conducts the biennial World Amateur Golf Championships — represented in connection with its organization and tax-exempt status
Publications and Speeches
“Tax Issues in Qualified 501(c)(3) Financings,” National Association of Bond Lawyers Bond Attorney Workshop, October 2018.
“Written Policies and Procedures” and “Private Business Use,” 2016 Post Issuance Compliance Seminar - First Southwest, May 2016.
"Commentary: Simplified Settlement Procedures for Issuers of 501(c)(3) Bonds." The Bond Buyer, January 2015.
"Effective Committee Structures for Non-Profit Corporations," Annual Texas Bar Continuing Legal Education Program, August 22-23, 2013.