Breazeale, Sachse & Wilson, L.L.P. ("BSW"), founded in 1928, is one of Louisiana’s largest and Baton Rouge's oldest law firms. The firm employs 57 attorneys and 52 support staff in its Baton Rouge office, as well as 17 attorneys and 16 support staff in its New Orleans and Monroe offices. Our presence in Louisiana is evidenced not only by our contributions to the practice of law, but also by our contributions to the communities in which our employees live and work.
BSW established a comprehensive public finance practice in 1989. The highly involved process of issuing bonds requires the coordination of varied, often opposing interests, which may include voters, elected and appointed officials, special interest groups, state legislators, rating agencies and investment bankers. On the technical side, state laws, local ordinances and the highly complex provisions of federal tax and securities law also come into play.
The firm’s lawyers have served as bond, underwriter’s, issuer’s, trustee’s, lender’s, guarantor’s, borrower’s and credit enhancer’s counsel on hundreds of bond issues in virtually every area of both tax exempt and taxable public finance throughout the Southeast, Texas and over fifteen other states. To assist state and local issuers in meeting their infrastructure and other governmental needs, BSW's lawyers have advised governmental issuers, underwriters, borrowers and credit enhancers in all phases of general obligation, tax-secured and revenue bond financings, and both current and advance refundings. More specifically, the public finance practice group’s lawyers have participated in financings involving such projects as government office buildings, facilities and infrastructure, higher education facilities and equipment, health care facilities and equipment, water and sewer systems, port facilities, multi-family and single family housing, correctional facilities, stadium facilities, boll weevil eradication and economic, industrial and community development. Many of these financings have been structured as floating or variable rate put transactions involving credit enhancement. Members of BSW have also developed and participated in alternative financing structures such as equipment certificates of participation, revolving loan fund programs, lease-purchase financings, and complex pooled security programs.
BSW's attorneys are experienced in tax matters related to Section 103 of the Internal Revenue Code and the Treasury regulations and rulings related thereto. In all types of traditional municipal and private activity financings, including forward deliveries and current, advance and crossover refundings, our lawyers have been responsible, as bond counsel, for the tax analysis regarding private use and compliance with the arbitrage and arbitrage rebate rules. Team members have also represented issuers in connection with various audits of bond financings by the Internal Revenue Service.
Our public finance practice group has extraordinary experience representing issuer clients and major national and regional underwriting firms and provides an experienced team to work with counsel to the underwriter to draft disclosure documents and to address the evolving challenges presented to the municipal finance industry by the Securities and Exchange Commission and other disclosure issues, including, without limitation, secondary market disclosure and electronic disclosure. The firm’s lawyers have drafted or participated in drafting hundreds of disclosure documents. In light of increased scrutiny by the Securities and Exchange Commission, it is imperative that issuers and other obligated persons disclose in detail any failures to comply with past continuing disclosure undertakings during the past five years. We are fully capable of tracking, documenting and updating filings with EMMA in accordance with Rule 15c2-12 of the Securities Exchange Act of 1934, and producing continuing compliance summary spreadsheets for the convenience of the issuer and investors.
Our team members have also actively participated in various bond validation suits, in which important questions and issues of public finance law were involved and resolved. Combined, our public finance attorneys have more than 75 years of experience in municipal finance, drafting of legislation and addressing state constitutional and statutory issues affecting public finance and other areas of local government law. Other attorneys in the firm support the public finance practice in areas of law such as real estate; federal, state and local tax; expropriations, governmental ethics; construction, environmental intellectual property, insurance, government contracts, governmental relations, litigation and economic incentives. Some of the more notable Baton Rouge metro area, bond-financed projects in which the firm's attorneys have been involved include LSU's Pennington Biomedical Research Center, three Tiger Stadium expansions, the new Alex Box Stadium, Nicholson Gateway development and chiller and cogeneration facilities; expansion to Southern University's Mumford Stadium and new student housing facilities; the 19th Judicial District Courthouse; the State's downtown office buildings and parking garages; Our Lady of the Lake, Baton Rouge General, Woman's, Lane Regional and West Feliciana hospitals; Mary Bird Perkins Cancer Center, II City Plaza; the Renaissance Hotel; Celtic Studios; Bass Pro; and Cabela's, just to name a few.