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Pension Obligation Bond Financing

History That financing and a number of copy-cats that rapidly followed were tax-exempt and primarily driven by then legal arbitrage possibilities. Many of these transactions were structured as lease financings or as installment sales of annuities. Tax-exempt pension obligation bonds largely came to an end with the introduction of tax legislation that became part of the Tax Reform Act of 1986. However, we have continued to work on pension bonds that are tax-exempt because of special transition rules or special (non-arbitrage) situations. A new taxable version of pension obligation bonds ...

Post-Issuance Tax Compliance

Such efforts include: (i) the distribution of tax questionnaires to 501(c)(3) borrowers and governmental issuers of tax-exempt bonds inquiring as to the scope and extent of post-issuance compliance practices and the date of adoption of written post-issuance tax policies; (ii) annual reporting requirements for 501(c)(3) borrowers of tax-exempt bonds in the form of IRS Schedule K (IRS Form 990), which requires detailed information regarding outstanding tax-exempt bonds and private business use calculations; (iii) audits of tax-exempt bonds (including physical examination of the bond financed ...

Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

by Larry Sobel, Kathryn V. Garner and Charles C. Cardall | November.07.2016

Topics covered: Qualified Equity - Allocation & Accounting Rules for Private Business Use Refunding Into Flexibility - Anticipatory Remedial Action In Connection With A Refunding Maximizing The Insubstantial - Multipurpose Elections &The $15 Million Limitation The Changing Landscape Of Private Service Contracts: Revenue Procedure 2016-44 Private Business Use - Research Contracts Private Business Use - Material Transfer Agreements Private Business Use - Incidental Use Exception & Examples & Short Term Use Exception Private ...

Private Litigation

We have extensive experience with every type of antitrust claim, including claims involving price fixing, predatory pricing and buying, bundling and loyalty programs, tying, exclusive dealing, monopolization, product distribution, counterclaims in infringement actions, mergers and acquisitions. We routinely handle the most challenging antitrust claims and procedurally complicated antitrust litigation, at times managing scores of cases involving many parties spanning multiple jurisdictions. Our lawyers have a strong record in both the trial and appellate courts. In fact, companies often turn ...

Public Finance Credit Enhancement/Direct Purchase

Our Public Finance Credit Enhancement/Direct Purchase Group combines the expertise of our commercial finance practice with our public finance bond counsel practice (generally ranked first in the country) to offer a credit enhancer or direct purchaser expert advice on creditors’ rights in general and on public entities’ rights in particular. Public vs. Private Borrowers: Rights and Restrictions Public entities are governed by different laws and have very different rights and obligations than private borrowers.  For example, unlike private borrowers, public entities have few implied powers. ...

Public Finance Renewable Energy

In conventional energy, our experience includes working with IOUs, municipal utilities, electric cooperatives and several Indian tribes. We also work with these entities and a variety of public and private developers on alternative and renewable energy projects. In many cases, we bring together our power purchase agreement-based energy practice with our emerging company equity financing practice focusing on clean energy to apply public finance tax-exempt debt financing to specific projects and programs.

Public Policy

We are the group that CEOs and GCs call when they need to pass legislation in their 10 most important states or respond to a multistate AG investigation that could land them on the front page of The Wall Street Journal. Need more proof? Just ask Financial Times, which singled us out in its 2014 North America Innovative Lawyers report for our novel "litigation avoidance strategy that helps clients solve company matters in the state legislature rather than the courtroom." Or ask DraftKings, FanDuel and Zenefits – all of which have turned to us when faced with existential threats from state AGs, ...

STRONGER Patents Act of 2017 Likely Too Heavy Lift for Congress

by Monte Cooper and James Maune | July.21.2017

It may be late July, but the impending Congressional recess has not lessened potential interest by lawmakers in patent reform. On June 21, 2017, Sen. Christopher Coons (D-Delaware) introduced Senate Bill 1390, entitled the Support Technology and Research for Our Nation’s Growth and Economic Resilience (STRONGER) Patents Act of 2017. Sen. Tom Cotton (R- Arkansas), Sen. Richard Durbin (D- Illinois), and Sen. Mazie Hirono (D-Hawaii) cosponsored the bipartisan bill. The Bill’s stated purpose is “to strengthen the position of the United States as the world’s leading innovator by amending title 35, ...

Public Finance Tax

Each year, our public finance tax lawyers structure many billions of dollars of tax-exempt financings and play pivotal roles in financings for governmental entities in 44 U.S. states and in several territories outside the U.S. The great diversity of Orrick’s practice (both geographically and in terms of the breadth of legal specializations we cover), together with our emphasis on sophisticated tax-driven transactions, gives Orrick unmatched strength in analyzing and opining on public finance tax matters and in crafting innovative solutions to tax-related problems. Orrick remains the national ...

IRS Focuses on Tax-Exempt Financings Involving Developers

by Larry Sobel, Charles C. Cardall, Marcus Deitz, Richard Chirls, Kathryn V. Garner, Edwin Oswald, Todd Brewer, Roger Davis and Justin Cooper | August.23.2017

For a number of years, the IRS Office of Tax-Exempt Bonds ("TEB") has expressed concerns about potential tax abuses that may exist in what it has characterized as "developer-driven deals" involving the use of tax-exempt bonds. TEB has generally used this term to describe tax increment financings, assessment and special tax bonds, and PILOT (payment in lieu of tax) bonds, and has also used this nomenclature to challenge the tax exemption of certain financings issued by special governmental districts such as community development districts. While it is entirely appropriate for TEB to focus on ...

Private Wealth

These clients are usually private persons and we do not reveal their names. Often they own large, closely held corporations or are founders of public corporations. Our goal in working with these clients is to formulate estate plans and business arrangements that meet the client’s personal and business needs, while minimizing the tax costs (income, gift, estate, and generation-skipping tax) inherent in the transfer of wealth. The Department’s work with these families includes comprehensive wealth transfer planning, business succession planning, corporate recapitalizations, the creation of ...

Property Assessed Clean Energy (PACE)

Soon after the passage of AB 811 in California in 2008, we began working with clients and other interested market participants on a variety of legal and structural issues associated with PACE and on possible financing structures. Since then, we have counseled numerous issuers, program administrators, lenders and others in California and several other states.

Pro Bono Appeals

Pro bono is part of our DNA. The founding president of the Brennan Center for Justice began our group, and many of our lawyers devoted their careers to public service before joining us. The result is a practice in which we encourage our lawyers to devote themselves to the causes that matter to them, supported by the resources that a large law firm can provide. Those causes take numerous forms. We work with the National Veterans Legal Services Program to represent deserving veterans who have been deprived of the benefits they earned. We have teamed up with the New York Office of the Appellate ...

Power

Our team members understand the legal aspects of power transactions and are also intimately familiar with the key commercial issues and market positions that drive our clients’ success. We draw from that in-depth understanding to provide our clients with effective and cost-efficient representation. For these reasons, leading industry participants consistently select us for their most important power transactions. Our clients include developers; private equity sponsors; strategic investors; utilities, including consumer-owned utilities; government and multilateral agencies; and lenders. Our ...

Project Finance

Most recently, our work had included the US$2 billion Maryland Purple Line transit project in the U.S.; the €620 million Marseille bypass toll road in France; the US$1.4 billion Vinh Tan 1, a 1,200MW power plant in Vietnam; and the US$2.4 billion privatization of the Central Terminal Building at LaGuardia Airport - the first U.S. PPP project involving an airport that includes both design and reconstruction. We have been named “Project Finance Group of the Year” four times by Law360 and are regularly recognized by leading industry and legal publications, including Project Finance magazine, ...

Orrick Collaborates with ACORE on Defense Logistics Agency Energy Army OEI and Air Force OEA Request

by A. Paul Zarnowiecki, Christopher Gladbach and Rohit Sachdev | June.30.2017

Orrick Energy & Infrastructure attorneys Christopher Gladbach, Paul Zarnowiecki and Rohit Sachdev collaborated with the American Council On Renewable Energy (ACORE) to be the principal drafters on the DLA Storage RFI comments. To read the full document, please click "Read article" below.