Bond Counsel
Bracewell ’ s 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 each transaction . Our clients are issuers , underwriters , trustees , third party credit providers and borrowers who hire us to help them issue traditional fixed rate bonds or variable rate debt and develop commercial paper programs . We partner with clients on complex , conduit transactions involving housing , industrial development , hospitals and other health care facilities , higher education , not-for-profit organizations , waste disposal facilities , airports and state agencies . 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 .
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 . Bracewell provides 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 . As comprehensive providers , 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 .
Underwriter ’ s Counsel
Bracewell ’ s 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 . When underwriters hire Bracewell to represent their interests with the purchase of a new issue of municipal securities , our approach is multi-faceted and cross-disciplinary . Not only do we review and draft documents , but we also pay special attention to ever-changing due diligence requirements , antifraud matters , SEC and Municipal Securities Rulemaking Board ( MSRB ) regulations and decisions , and evolving disclosure matters to ensure that all requirements are met . Our clients benefit from our broad knowledge of the tax regulations and implications , post issuance compliance and securities regulations .
Federal Income Tax
Our team of public finance tax lawyers has decades of combined experience in assisting clients during the life cycle of an issue of tax-advantaged bonds . Our lawyers have experience identifying relevant tax issues associated with structuring and designing financing options , ranging from the relatively straightforward to the highly complex . We regularly assist public finance clients in complying with arbitrage regulations , private business use rules , and other tax requirements imposed on tax-advantaged debt . Likewise , our lawyers have experience assisting 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 . From beginning to end , our group believes in providing our clients with the tools necessary to successfully manage their tax compliance obligations .
Securities
Our securities lawyers combine an acute understanding of the application of federal securities laws to both innovative and traditional public finance structures , unparalleled regulatory experience in developing and enforcing SEC regulations , and proficiency in advising issuers and underwriters in securities transactions . One of our public finance partners served in the SEC ’ s Division of Enforcement , Office of General Counsel , and as the first head of the SEC ’ s Office of Municipal Securities , participating in municipal enforcement matters , rulemakings and interpretations of Rule 15c2-12 and rules of the MSRB . Our lawyers represent and have successfully defended issuers , underwriters , municipal advisors and other municipal market participants in SEC , Financial Industry Regulatory Authority ( FINRA ) and Department of Justice ( DOJ ) investigations .
Securities Enforcement
With in-depth experience and a unique background , Bracewell defends 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 , DOJ , state lawyers general and FINRA . We combine former government regulators and prosecutors who have been active from the outset of SEC activity in the municipal bond market to provide our clients with knowledge and experience combined with proactive , innovative , efficient and consistent service , further enhanced by our nationally ranked public finance team . bracewell . com