Fulbright & Jaworski has played a role in financing many landmark public projects over the years, as well as countless infrastructure projects and general obligation debt issues for government entities. The firm also has an active, ongoing practice in general municipal law. Our full scope of services includes:
- Public finance
- Public-private partnerships
- Licensing
- Public funds investment
- Government contracting
- Local regulatory matters
- Federal and state lobbying
International public financing. We have assisted in project financing and development of major infrastructure projects, many in developing countries, by representing various foreign government entities and international financing organizations such as:
- International Finance Corporation
- U.S. Eximbank
- Overseas Private Investment Corporation
- Asian Development Bank
- Inter-American Development Bank
International law. Approximately 70 Fulbright attorneys around the world advise U.S. and multinational corporations, banks, foreign governments, heads of state and other entities in major global business and investment transactions, as well as proceedings before international bodies.
This multi-cultural staff is fluent in numerous languages with far-reaching backgrounds in international commerce, regulatory and litigation matters.
Issuers' representation:
- Bond counsel negotiating bond covenants, advising on legality and tax-exempt status of securities
- Disclosure counsel advising on primary offerings and assisting with compliance afterwards
- Counsel to government investment pools
- Counseling for IRS audits, SEC investigations and other controversies
- General or special counsel to smaller issuers in their general operations
Underwriters' representation:
- Compliance
- Defense in civil and enforcement actions brought under federal or state securities laws
Credit enhancers' representation:
- Issuers of letters of credit or liquidity facilities supporting municipal securities issues
- Negotiating workouts of poorly performing municipal securities
Other participants we represent:
- Corporate borrowers of bond proceeds
- Corporate trustees
- Counter-parties to investment agreements, interest rate swap agreements and similar financial instruments
Government: Project Financing
Diverse Project Financing Experience
GARVEEs, infrastructure bonds and private-public partnerships are some of the possible funding sources for the proposed Trans-Texas Corridor, a $138 billion transportation, energy and communications infrastructure project . . . cities and states competing for business facilities must fund "quality of life" projects.
We help bond issuers develop the right strategies, instruments and timing for all types of new offerings. Our experience over the years includes:
- States and territories. General government purposes, including both capital improvement and cash flow borrowings.
- Public power. Power generation, transmission and distribution facilities.
- Municipal/regional enterprises. Water systems including wastewater treatment and disposal systems, solid waste disposal facilities and gas and electric distribution systems.
- Transportation. Toll roads, toll bridges, airports, port facilities, etc.
- Public improvements. General public improvements financed by general obligations.
- Schools. Public and private non-profit universities, colleges and medical schools financed by both endowment- and revenue-backed obligations; community colleges; and public pools.
- Correctional facilities. State, county and private jails and prisons.
- Health care. Hospitals, outpatient facilities, psychiatric facilities, clinics, nursing homes and life care facilities, both public and non-profit.
- Land development. Development by municipal utility districts (MUDs), public improvement districts and tax-increment districts in Texas and assessment and Mello-Roos districts in California.
- Housing. Affordable housing, including both non-profit and for-profit multi-family housing projects with low- and moderate-income set-aside requirements; first-time single-family housing for low- and moderate-income families; and mortgage insurance pools.
- Student loans. All types of student loan programs.
- Environmental facilities. Pollution control facilities, including sewage and solid-waste disposal facilities for private companies.
- Economic and industrial development. Municipal economic development projects as well as "small issue" financings of privately owned manufacturing facilities.
- Special facilities. Sports stadiums, convention centers, etc.
Funding in Special Situations
Cities and regions seek to attract visitors with mega-projects . . . New York's World Trade Center Recovery could include a combination of financing vehicles . . . Indiana's Clean Water and Drinking Water State Revolving Fund programs are cross-collateralized for bondholder security.
Mega-projects. With extensive experience as bond issuer's counsel, Fulbright & Jaworski can help with the political and logistical challenges involved in bringing to market large-scale issues for sports arenas, convention centers, or large infrastructure projects.
Under-funded pension plans. Some municipalities and states have issued taxable bonds to meet under-funded pension obligations. We assist issuers in navigating the political and legal complexities.
Insurance risks. Terrorism and corporate financial management problems have redefined risk and influenced the thinking of credit analysts, rating agencies and bond insurers and reinsurers. We often represent issuers in dealing with credit rating agencies.
Complex funding combinations. Fulbright has an in-depth understanding of the funding vehicles and sources that make up today's public finance strategies including:
- Grant Anticipation Revenue Vehicles (GARVEEs): bonds issued to generate current funding backed by federal highway funds coming in the future
- Tax Increment Financing (TIF): using bond proceeds to redevelop an area and pay the debt service on the bonds with the incremental increase in tax revenues generated by the area's increasing property values
- Cross-Collateralization: assets of one program available to another program as needed
Local Knowledge, National Scope
Local governments re-thinking the public finance system . . . demands of local residents for more and improved services . . . shift toward service and information-based economy causes calls for restructuring the tax system to relieve burdens on certain economic sectors and industries.
Fulbright & Jaworski attorneys in offices coast to coast can call upon the resources of the entire organization. The firm's lawyers stay involved in community issues by:
- Following local municipal credit conditions
- Getting to know local authorities, their policies and personalities
- Establishing credibility with local municipal offices through knowledge of issues and involvement in the community
Professional and community involvement. Lawyers in the firm are actively involved in:
- National Association of Bond Lawyers (NABL)
- American College of Bond Lawyers
- Other legal and industry organizations
- Donating time and writing comment letters on proposed government regulations at all levels and tax laws that will impact the bond market
- Participating in seminars and conferences on public finance
- Advising legislative leaders on pending legislation affecting municipal securities
By assisting governmental agencies and professional organizations in the development of new laws and policies, we are better able to counsel clients on their needs and responsibilities.
International Institutions
Unprecedented growth in international commerce has driven the emergence of international arbitral institutions and international law practice . . . globalization requires more use of dispute resolution methods to protect foreign investment throughout the world.
Experienced multi-national team. The Fulbright & Jaworski international practice includes attorneys who have held senior positions within the United States government and various international organizations. Their previous positions include:
- General Counsel of the World Bank
- Acting Secretary General of ICSID
- U.S. State Department Treaty Negotiator for the UNCITRAL project on cross-border insolvency
- Section Chief at a U.N. Security Council agency adjudicating
- multinational claims arising from Iraq's 1990 invasion of Kuwait (UN Compensation Commission)
- Founder and Chairman of the California-Russia Trade Association
International Transactions
Proliferation of NAFTA and other multilateral and bi-lateral investment treaties (BITs) fuel growth in international trade . . .globalization drives manufacturing and service outsourcing . . . international financing of developing nations' infrastructure projects.
Transactions, governmental relations. Fulbright & Jaworski's international attorneys handle transactions and various matters between commercial interests and sovereigns, sub-sovereigns and their instrumentalities throughout the world. A representative sampling of matters includes:
- Administrative law of foreign states
- Boundary disputes
- Contract negotiation and documentation
- Challenging contracts
- Construction financing and contracting
- Currency control decrees
- Customs (international import/export matters)
- Foreign state contracting procedures
- Foreign investment laws
- Energy/natural resource concessions and royalties
- International bankruptcy, reorganization and creditors' rights
- International equipment finance
- Workouts and loan restructurings
Counseling on regulations, trade matters. In addition, our attorneys counsel clients on U.S. and multilateral regulations concerning numerous other matters, for example:
- Anti-boycott controls
- Anti-bribery
- Anti-terrorism
- Customs
- Economic sanctions
- Export controls
We also represent clients in U.S. international trade enforcement and regulatory actions, including anti-dumping, countervailing duties and other trade remedy proceedings.
International project finance. Fulbright & Jaworski has represented governmental, public and private entities, and international financing organizations in the financing and restructuring of major infrastructure, telecommunications and manufacturing projects around the world.
This work has included more than 100 power plant financings around the world since the early 1980s, representing more than $40 billion in funding.
Host nation supplementary support. The firm has developed an extensive network of relationships with law firms throughout the world to assist as needed with host nation legal issues.
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