Public Finance

Bond Counsel

Our team has a deep understanding of state and federal securities and tax laws, which we draw on to help bond issues achieve their financing objectives. We provide full-service bond counsel in all aspects of public and private offerings of debt securities by state and local governments, non-profits and for-profit entities, and other public and quasi-public institutions.

We partner with clients on complex, conduit transactions involving housing, industrial development, hospitals and other healthcare facilities, higher education, not-for-profit organizations, waste disposal facilities, airports and state agencies. In 2020, for example, we served as bond counsel in the issuance of more than $1.363 billion in bonds for the Houston Airport System during the COVID-19 pandemic.

We represent issuers, underwriters, trustees, third-party credit providers and borrowers in the issuance of traditional fixed-rate bonds or variable rate debt and develop commercial paper programs. Our tax attorneys structure finance options for our clients and represent clients in post-issuance compliance matters and IRS examinations. 

Our experience and size — combined with our innovative solutions and broad understanding of public finance law — provides a unique package that allows clients to receive a fully integrated, inventive solution for any transaction. 

Disclosure Counsel

Obtaining effective and knowledgeable disclosure counsel is critical to issuers of municipal securities in the current regulatory environment, as the Securities and Exchange Commission (SEC) continues to expand its enforcement activity in the municipal bond market. 

We provide clients with an in-depth understanding of federal securities laws’ application to both innovative and traditional public finance structures. Our lawyers are experienced in developing and enforcing SEC regulations, defending clients in disclosure-oriented government investigations and advising issuers and underwriters in securities transactions.

We help issuers create documents concerning continuing disclosure obligations and the filing of material event notices under SEC Rule 15c2-12, and provide disclosure and crisis advice to clients as needed.

Economic Development

Bracewell is nationally ranked in Chambers USA for our work on public-private partnerships, or P3s. We have extensive experience at every stage of major public finance and economic development projects, including the development or redevelopment of transportation, hospitality, arts, sports venues, energy and various other projects, such as the Texas Ranger Stadium, North Texas Tollway and Texas Medical Center.

We provide governmental entity clients with a range of legal services, including public finance, real estate, transportation and construction law. We also provide advice on tax incentives, economic development and PPP matters, representing a complete spectrum of public, private, non-profit and for-profit entities. When necessary, we help draft legislation and ordinances that create or amend state and local economic development programs. 

Securities Enforcement

Market Leading SEC Enforcement Defense

Our public finance lawyers have been central in shaping the securities laws that affect public finance. The team includes former members of the US Securities and Exchange Commission’s (SEC) Office of Municipal Securities, as well as former regulators and prosecutors in Dallas, New York, Seattle, and Washington, DC. This insider’s perspective gives us an advantage in defending clients in regulatory investigations and enforcement actions brought by federal and state agencies.

We defend state and local governments, financial firms, and municipal advisors as well as their officers, directors, and employees. We defend counsel and other municipal market participants in regulatory investigations and enforcement actions by the SEC, US Department of Justice, state attorneys general, and Financial Industry Regulatory Authority (FINRA). If you need assistance defending against SEC enforcement actions, contact us today!

Tax Counsel

Whether serving as bond counsel, underwriter’s counsel or as special tax counsel, we help clients identify relevant tax issues associated with structuring and designing tax-advantaged financing options, including compliance with arbitrage regulations, private business use rules and other tax law requirements imposed on tax-advantaged debt. We also advise clients in post-issuance compliance matters and Internal Revenue Service (IRS) examinations, securing advance rulings from the IRS and seeking regulatory and legislative rule changes.

Our attorneys regularly advise large charitable organizations regarding applicable tax rules and represent charitable organizations in all aspects of tax compliance, from initial organization and recognition under Section 501(c)(3) of the United States Internal Revenue Code to ongoing compliance and transaction structuring to IRS examinations.

Underwriter’s Counsel

Our understanding of the bond issuance process, on top of our innovations in tax and securities law, makes us a natural fit for the role of underwriter’s counsel to leading national and regional investment banking firms.

We bring a multi-faceted and cross-disciplinary approach to representing the interests of underwriters in the purchase of a new issue of municipal securities. Not only do we review and draft documents, but we also pay special attention to ever-changing due diligence requirements, anti-fraud matters, Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB) regulations and decisions, and evolving disclosure matters to ensure that all requirements are met. Issuers also benefit from our broad knowledge of the tax regulations and implications, post issuance compliance and securities regulations.