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About Todd

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.

Experience

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

“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.

Credentials

Education

The University of California at Los Angeles School of Law,
J.D.
1983
The University of Arizona,
B.S.
1980
with highest distinction

Bar Admissions

Texas

Affiliations

National Association of Bond Lawyers
Past-Chair, Panel on Tax Issues in 501(c)(3) Financings, Attorneys Workshop; Past-Vice Chair, General Tax Matters Committee
American College of Bond Counsel
Fellow; Past-Vice Chair, General Tax Matters Committee; Past Member, Healthcare Tax Law Institute Planning Committee
State Bar of Texas
Past-Chair, Tax-Exempt Financing Committee
University of Texas
Past-Chair, Non-Profit Organizations Institute Planning Committee
American Health Lawyers Association
Past-Chair, Tax and Finance Committee; Past Member, Healthcare Tax Law Institute Planning Committee
American Bar Association
Tax-Exempt Finance Committee; Past-Chair, Task Force on Enforcement and Alternative Penalties, Committee on Tax-Exempt Finance

News

News

The Best Lawyers in America Recognize 74 Bracewell Attorneys

August 15, 2016
Best Lawyers, Woodward White, Inc.

Best Lawyers in America Recognizes Eighty-Eight Bracewell Attorneys

August 23, 2012
Best Lawyers, Woodward White, Inc.

People in businessPeople in business

December 24, 2011
Houston Chronicle Online/chron.com

Vinson & Elkins to exit Public Finance

December 14, 2011
Bond Buyer Online, The

Bracewell & Giuliani snags V&E public finance team

December 13, 2011
Business Journals, The

V&E’s Public Finance Group Moves To Bracewell

December 13, 2011
The Texas Lawbook

Noteworthy

Noteworthy

Woodward/White, Inc.
Best Lawyers
Public Finance Law, 2013 - 2018; Tax Law, 2018; Houston Lawyer of the Year, Public Finance Law, 2017
Thomson Reuters
Texas Super Lawyers
2003 - 2011

Events

Past Events

ABA Section of Taxation 2015 Midyear Meeting

Houston
January 29, 2015
January 31, 2015

State Bar of Texas CLE

Austin
August 22, 2013
August 23, 2013