Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation


Purchasers of tax-exempt bonds rely on the opinion of bond counsel as to the compliance of the bonds with the requirements of the federal income tax code. The tax due diligence and documentation performed by bond counsel is a critical foundation for the delivery of the opinion. The panel explored various approaches to compliance with applicable tax requirements and engaged with attendees in a discussion of the due diligence and documentation necessary to support the tax opinion.


Panel ChairSam M. Gill, McCall, Parkhurst & Horton L.L.P., Dallas, TX


Jennifer Booth Cordova, Hawkins Delafield & Wood LLP, Portland, OR
Daniel Semmens, Dorsey & Whitney LLP, Missoula, MT 
Brian P. Teaff, Bracewell LLP, Houston, TX




Private Activity Bond Tests


The panel reviewed some of the basic principles of the private activity bond tests as well as addressed less straightforward applications of the rules including: identification and allocation of private business use, especially as affected by the mixed-used project Regulations; management contract guidelines; and modifications to the remedial action Regulations. The panelists and the audience had the opportunity to identify and discuss potential private activity issues during the discussion of hypotheticals addressing both pre and post issuance events. The audience should have been well-acquainted with the private activity bond tests. Those who were not familiar with the application of the private activity tests or who would have liked a refresher on the basics should review the materials produced for The Essentials seminar.


Panel Chair: Keisha S. Palmer, Robinson & Cole LLP, Hartford, CT


Timothy J. Horstmann, McNees Wallace & Nurick LLC, Harrisburg, PA
Neil J. Kaplan, Hawkins Delafield & Wood LLP, New York, NY
Johanna L. Som De Cerff, Internal Revenue Service, Washington, DC



Public Private Partnerships - From Start To Finish


Public private partnerships have long been touted as a way for governments to shift costs and risks for public infrastructure projects to the private sector. The panel discussed the factors that governments, sponsors and lenders should each review in deciding whether a public private partnership is right for them as well as provided an in-depth discussion of the P3 transaction process and related issues. Topics included: discussions of appropriation issues, political issues, procurement issues, disclosure issues, value for money analyses, due diligence and allocation of project risks, authorizing statutes, tax issues, and other structuring issues. Structures of recent P3 deals were discussed at a high level.

Panel Chair: Lorraine M. Tyson, Greenberg Traurig, LLP, Chicago, IL


Julie Burger, Wells Fargo Securities, New York, NY
Vanessa Albert Lowry, Greenberg Traurig, LLP, Philadelphia, PA
Steve T. Park, Ballard Spahr LLP, Philadelphia, PA
Stephanie D. Wagner, Mayer Brown LLP, Chicago, IL