Tax Credits/Syndication
Few California law firms can offer the effective combination of services we provide our tax, syndication, and corporate clients. We advise our clients on all tax matters, including general optimization of desired tax benefits of real estate transactions as well as analysis and resolution of specific tax matters as they arise. Our history with the tax credit syndication structure extends back to 1981 when changes in the tax law significantly improved the viability of the syndication structure for nonprofit housing development corporations. We were one of the first firms in the country to promote tax credit syndication as a source of capital for affordable housing. Our work in the area of Low Income Housing Tax Credits has helped improve the position of housing providers in tax credit transactions and to shape industry standards and practice, with the development of such provisions as ground lease preferences, nonprofit purchase options, nonprofit purchase discounts, favorable back-end splits, and local government loan forgiveness.
In addition to being experienced with the LIHTC program, the attorneys of Goldfarb & Lipman also work with the New Markets Tax Credit Program (NMTC) and the Historic Preservation Tax Credit Program (HPTC), designed as tools to stimulate economic development in communities throughout the country. Furthermore, we advise on entity selection, tax planning, and financial strategies as well as prepare all required documentation to form corporate entities and comply with all federal and state requirements. We have extensive experience representing nonprofit corporations and exempt organizations on these issues.
Related Attorneys
Aileen Nguyen
Contact Information
Attorney
Aileen Nguyen represents and advises nonprofit organizations and public agencies in the development, rehabilitation, and financing of affordable housing and mixed-use projects.
She represents developers and public agency lenders in low-income housing tax credit projects and represents housing authorities and their affiliates in transactions that utilize tax-exempt bonds, state and local funds, low-income housing tax credits, and funding from HUD programs, including Section 8 and the Rental Assistance Demonstration program. She has experience drafting and negotiating loan documents in secured transactions; drafting and negotiating leases and other real estate documents in transactions involving the acquisition and disposition of property; drafting formation and governance documents for corporations, limited liability companies, and limited partnerships; and advising clients in obtaining federal tax exemption, state tax exemption, and property tax exemption.
Education
- B.A., magna cum laude, Emory University
- J.D., Georgetown University Law Center
Professional and Volunteer Affiliations
- State Bar of California
Alexa Cacao Morton
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Attorney
Ms. Cacao Morton practices in the areas of affordable housing and real estate transactions, community economic development, tax credits and syndication.
She represents developers and public agencies in all aspects of the real estate development transaction including, entity formation, the negotiation and drafting of loan documents, regulatory agreements, purchase and sale agreements, ground leases, and development agreements. Ms. Cacao Morton also assists with the firm’s litigation practice, as necessary.
Education
- J.D., cum laude, University of San Francisco, School of Law.
- B.A., with honors, College of Letters and Sciences – Distinction, University of California, Berkeley.
- Honors Leadership Program, McAuliffe Honors Society
- CALI Excellence Award for Legal Research & Writing
- CALI Excellence Award for Art Law.
Professional & Volunteer Affiliations
State Bar of California
Amy DeVaudreuil
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Attorney
Amy DeVaudreuil practices in the areas of corporate, partnership, real estate and tax matters relating to affordable housing and tax credit syndications, as well as tax-exempt organizations. Ms. DeVaudreuil’s work encompasses Low-Income Housing Tax Credits, Historic Tax Credits, and New Markets Tax Credits. In addition, Ms. DeVaudreuil’s practice includes affordable housing and community economic development. Ms. DeVaudreuil represents a wide variety of nonprofit entities, public agencies, counties, cities and housing authorities in the development, financing and management of low-income housing. Ms. DeVaudreuil has extensive experience in the formation of nonprofit corporations and other entities, and the Federal and State tax exemption application process. Ms. DeVaudreuil also has particular expertise in the field of property tax exemption.
Ms. DeVaudreuil in her syndication practice advises clients on transactional structures using joint venture, limited partnership, and other pass-through vehicles. Her work also includes financial pro-forma analysis, advice on limited partnership creation and tax issues related to financing, issuing tax opinions to investors, and facilitating compliance with IRS tax requirements applicable to the syndication of tax credits.
Education
- B. A., highest honors, University of Rhode Island. Phi Beta Kappa
- J.D., University of California, Berkeley School of Law
- Diversity Editor, California Law Review
Professional and Volunteer Affiliations
- State Bar of California, Real Property and Taxation Sections
- American Bar Association, Forum on Affordable Housing and Community Development Law
- San Diego Housing Federation, Education Committee
Benjamin Funk
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Attorney
Mr. Funk focuses his practice on the development, operation and preservation of affordable housing development at all stages of the project life cycle, including: negotiation of development agreements; preparation of funding applications; closings on site acquisition, construction, and permanent financing; establishment and renewal of rental subsidy; LIHTC investor exits; and recapitalization.
Prior to joining the firm in 2020, Ben represented nonprofit and for-profit affordable housing developers and public housing authorities for several years at an affordable housing law practice in Washington, DC. He has counseled clients regarding aspects of federal low-income housing tax credits; tax-exempt bond financing; private construction financing; FHA-insured and risk-share loans; HOME, CDBG, and FHLB AHP programs; USDA Rural Development Section 515 and 538 loan programs; HUD Section 202 Direct Loan prepayment and refinancing; local and federal rental subsidy programs; public housing mixed-finance capital and operating funds; HUD Section 18 public housing demolition and disposition approval; and conversion of public housing under the Rental Assistance Demonstration (RAD) program.
Ben also previously worked as Assistant General Counsel for Housing at Volunteers of America, Inc., one of the nation’s largest nonprofit providers of affordable housing. He has experience in negotiation and collaboration with HUD, affordable housing operational and compliance issues, business entity structuring, nonprofit corporate governance, tax-exempt status, and property tax exemptions. He has handled, resolved or defended housing discrimination complaints, and has trained housing management staff on the civil rights and fair housing requirements applicable to affordable housing programs. Ben also has significant experience advising clients on operating agreements, partnership agreements, leases, and other negotiated contracts.
Education
- B.M., Vanderbilt University
- J.D., American University, Washington College of Law
- Certificate of Completion, Volunteers of America Executive Development Program at the University of Notre Dame
Previous Employment
- Assistant General Counsel for Housing, Volunteers of America, Inc.
Professional and Volunteer Affiliations
- State Bar of California
- California Bar Association
- American Bar Association
- The District of Columbia Bar
Elizabeth Klueck
Contact Information
Attorney
Ms. Klueck advises clients on a range of issues relating to real estate transactions, financing, and syndication. She practices in the areas of affordable housing, Low-Income Housing Tax Credits (LIHTC), New Markets Tax Credits (NMTC), tax-exempt entity law, and public finance.
Ms. Klueck represents nonprofit housing developers in the development, financing, and management of low-income housing developments, including year 15 dispositions. In addition, Ms. Klueck represents public agencies, philanthropic foundations, and housing authorities in the structuring and financing of housing and mixed-use developments and has extensive experience drafting and negotiating loan documents. Ms. Klueck has worked on transactions utilizing a variety of federal and state funding sources, including LIHTC, tax-exempt bond financing, the HOME Investment Partnership Program (HOME), Housing Opportunities for Persons With AIDS Program (HOPWA), Community Development Block Grant (CDBG) funds, Rental Assistance Demonstration Program (RAD), Affordable Housing and Sustainable Communities Program (AHSC), as well as other federal and state programs.
Ms. Klueck represents both qualified active low-income community businesses (QALICBs) and community development entities (CDEs) in NMTC transactions financing a broad range of projects, including educational facilities, performing arts facilities, healthcare centers, event spaces, nonprofit commercial offices and programming spaces, and mixed-use buildings.
Ms. Klueck also serves as an advisor to nonprofit housing developers in the areas of landlord-tenant law, property management, and compliance with federal and state funding sources regulations.
In addition, Ms. Klueck has considerable experience in forming nonprofit corporations, limited partnerships, and limited liability companies, the federal and state tax exemption application process, and the state welfare exemption process.
Education
- B.A., cum laude, University of California, Berkeley
- J.D., University of California, Davis
- Recipient of Witkin Award (highest grade) for Academic Excellence
- The Order of Barristers. CEB/UC Award for Excellence in Legal Writing
- Competitions Chair, UC Davis Moot Court Board
- Executive Board of Directors, King Hall Legal Foundation
- American Inns of Court Scholarship Recipient
- Finalist, Martin Luther King, Jr. Public Service Award
Professional and Volunteer Affiliations
- State Bar of California
Heather Gould
Contact Information
Attorney
Heather Gould is a partner in the firm, practicing in the areas of affordable housing, community economic development and real estate finance. Ms. Gould represents developers in the development, financing and management of affordable housing projects. She also represents numerous public agencies on real estate, land use, and community economic development issues. She has drafted and negotiated disposition and development agreements, joint development agreements, construction contracts, leases, and related acquisition and financing documents for complex affordable housing projects and commercial and mixed-use developments. Ms. Gould has special expertise on fair housing and is the co-author of Between the Lines, a Question and Answer Guide on Issues in Supportive Housing, which was updated in 2010.
Education
- B.A., magna cum laude, Carleton College
- J.D., University of California, Berkeley School of Law
Previous Employment
- State of Minnesota Attorney General’s Office, Legal Assistant
Professional and Volunteer Affiliations
- State Bar of California
- Former board member, Oakland’s Citywide Community Land Trust
Isabel L. Brown
Contact Information
Attorney
Ms. Brown practices in the areas of affordable housing, real estate development, and public finance.
Ms. Brown represents public agencies, including counties, cities and housing authorities, in the structuring and financing of housing and mixed-use developments. Ms. Brown has extensive experience in structuring fee and leasehold property dispositions and loan transactions, and preparing and negotiating disposition and development agreements, ground leases, loan agreements, homebuyer documents, and the ancillary documents necessary for such transactions. She also has comprehensive knowledge of the statutory requirements of federal and state housing funding programs, including the HOME Investment Partnerships Act program, the Neighborhood Stabilization program, the Community Development Block Grant program, the Low-Income Housing Tax Credit program, the Project-Based Section 8 Voucher program, and the Rental Assistance Demonstration program.
Ms. Brown also represents affordable housing developers and public agencies in the development and management of housing and mixed-use developments. She has extensive experience in forming nonprofit corporations, limited partnerships, and limited liability companies; the federal and state tax exemption application process; loan closings; condominium development; drafting and negotiating construction contracts and professional services contracts; and fair housing compliance.
Ms. Brown has lectured on federal and state disabled persons accessibility requirements, condominium development requirements, construction contracts, and loan documents and closings.
Education
- B.S.E. Civil Engineering, cum laude, Princeton University
- Masters in Architecture, University of California, Berkeley
- J.D., University of California, Berkeley School of Law
- Articles Editor, Ecology Law Quarterly
- Sadie & Alvin Landis Prize in Local Government Law
Previous Employment
- Legislative Assistant, U.S. House of Representatives
- Assistant Architect, City of New York, Department of Housing, Preservation & Development
Professional and Volunteer Affiliations
- State Bar of California
Jeff Streiffer
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Attorney
Jeff Streiffer’s practice emphasizes commercial and real estate transactions, secured lending, cooperative law, affordable housing, and community economic development. He has represented nonprofit and for-profit developers and public agencies in low-income housing tax credit transactions in several states. Mr. Streiffer also advises clients on issues related to financial assistance programs administered by the United States Department of Agriculture (USDA), including Rural Development’s Community Facilities program, housing programs under Sections 514, 515, 516, 521, and 538 of the Housing Act, programs for businesses and cooperatives, Water & Wastewater programs, and other funding mechanisms authorized under the various reauthorizations of the Farm Bill and related legislation.
Mr. Streiffer has worked on numerous transactions involving state and local governments, public and quasi- public agencies, nonprofits, cooperatives, homeowners associations, Native American tribes, tribal entities, and a variety of agencies of the federal government. In addition to closing deals, Mr. Streiffer has significant experience in servicing and workout situations, having practiced in the areas of alternative dispute resolution, administrative appeals, bankruptcy, and debtor-creditor relations.
In the cooperative realm, Mr. Streiffer has over 30 years of experience working with cooperatives and credit unions and has provided training and education for staff, board members, and their attorney counsel on strategic planning, governance, operations, compliance, supervisory, and audit issues.
Education
- B.A. Honors, Phi Beta Kappa, Earlham College
- J.D., magna cum laude, Hamline-Mitchell School of Law
Previous Employment
- Senior Counsel, USDA Office of the General Counsel, Pacific Regional Office
- Attorney Advisor, USDA Office of the General Counsel, Central Region, St. Paul Office
- Associate Attorney, Educational Credit Management Corporation
- Judicial Law Clerk, Minnesota Court of Appeals
Professional and Volunteer Affiliations
- State Bar of California
- State Bar of Minnesota
- U.S. Court of Appeals for the Eighth Circuit
- United States Supreme Court
- California Lawyers Association (Real Property Section; Business Law Section)
- American Bar Association (Forum on Affordable Housing and Community Development; Business Law Section; Real Property, Trusts, and Estates Section)
Joshua J. Mason
Contact Information
Attorney
Mr. Mason’s practice focuses on representing owners in the development, finance and preservation of multifamily housing and healthcare facilities, with an emphasis on HUD-insured loans, low-income housing tax credits, and other state and federal assistance. Mr. Mason also represents public agencies, including housing authorities, cities and counties, in the development, financing and management of low and moderate-income housing programs.
Mr. Mason previously worked as an attorney-advisor in HUD’s San Francisco and Los Angeles offices, and has worked closely with HUD’s Special Applications Center and Offices of Multifamily Housing, Healthcare Programs, Public Housing, Recapitalization, Community Planning and Development, and General Counsel, both locally and in Washington, D.C. During his tenure with HUD, Mr. Mason closed and helped service numerous transactions involving the acquisition, development, rehabilitation and preservation of new and at-risk affordable housing. Mr. Mason has experience in forming nonprofit corporations, limited partnerships and limited liability companies; the federal and state tax-exemption application process; loan and grant closings; public housing dispositions; RAD transactions; and federal/state relocation compliance. Mr. Mason also has comprehensive knowledge of the statutory requirements of HUD’s Section 232 program, including Lean closing protocols, accounts receivable financing, master leases and transfers of physical assets.
Education
- B.A., University of California, Los Angeles, cum laude
- M.C.P., University of California, Berkeley
- J.D., University of California College of the Law, San Francisco
Previous Employment
- Attorney-Advisor, U.S. Department of Housing & Urban Development, Office of General Counsel, 2007-2015
Professional and Volunteer Affiliations
- State Bar of California
Katie Dahlinghaus
Contact Information
Attorney
Katie Dahlinghaus practices in the areas of affordable housing development, real estate transactions, and non-profit governance.
Ms. Dahlinghaus represents nonprofit clients, housing authorities, and public agencies in all aspects of the real estate development process including the negotiation and drafting of loan documents, easement agreements, purchase and sale agreements, ground leases, construction contracts, and service agreements. She has experience working on real estate developments utilizing funding from tax-exempt bonds, low-income housing tax credits, state and local financing programs, and HUD and USDA programs. In addition, Ms. Dahlinghaus advises clients on matters pertaining to corporate formation and governance, and federal and state tax exemption issues.
Education
- A.B., cum laude, Harvard University
- J.D., University of California, Berkeley, School of Law
Professional and Volunteer Affiliations
- State Bar of California
- American Bar Association Forum on Affordable Housing and Community Economic Development
- Nonprofit Housing Association of Northern California Emerging Leaders Peer Network
Lynn Hutchins
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Attorney
Lynn Hutchins has over 35 years of experience in the areas of community economic development, affordable housing, environmental law, and real estate finance. Ms. Hutchins represents developers and public agencies in the development, financing and management of low and moderate income housing and community development projects. Her experience includes all phases of the development process, including developer selection, formation of special-purpose entities, land use entitlements, acquisition and disposition of property, loan and equity investments closings, advice relating to hazardous materials, CEQA, NEPA and land use issues, and syndication of housing and community development projects.
She regularly counsels developers and public entities regarding the intricacies of affordable housing and community development program requirements. Ms. Hutchins has structured and negotiated numerous transactions with public agencies and housing and commercial developers involving disposition and development agreements, owner participation agreements, ground leases, loan and grant agreements and similar development and financing documents. She frequently advises and lectures on labor issues related to housing and community development projects.
Ms. Hutchins is a co-author of A Legal Guide to California Redevelopment (Third Edition).
Education
- B.A., Stanford University
- J.D., University of California, Davis, Order of the Coif honors
Professional and Volunteer Affiliations
- State Bar of California
- American Bar Association, Forum on Affordable Housing and Community Development Law
- Member, Board of Governors, California Housing Consortium
M David Kroot
Contact Information
Attorney
M David Kroot has more than 30 years of extensive experience in complex real estate transactions and affordable housing. He has represented developers, nonprofits and housing authorities on projects involving tax-exempt bond financing, HOME funds, public housing funds, Section 8 assistance, low-income housing tax credits, HOPE I and VI, and Mortgage Credit Certificates.
His practice includes nonprofit entity formation and tax exemption, housing finance and development, government-assisted housing programs, and tax-exempt financing. In addition, Mr. Kroot advises many nonprofit and public agencies on property development transactions involving multiple forms of development, including mixed-use developments.
Mr. Kroot acts as corporate counsel for nonprofit organizations regarding corporate governance, tax exemption issues, contracts, fair housing and employment issues. He has developed loan documents for homeownership programs financed by public agencies, provided advice regarding requirements for HOME and CDBG programs, and represented nonprofits in the use of various funding sources for housing.
Education
- B. A., University of Michigan
- J.D., University of Chicago Law School
Previous Employment
- U.S. Department of Housing and Urban Development (HUD), Office of Area Counsel, San Francisco, California, Attorney
Professional and Volunteer Affiliations
- State Bar of California
- American Bar Association, Forum on Affordable Housing & Community Development Law
M. Hickey
Contact Information
Attorney
Ms. Hickey supports several practice areas of Goldfarb & Lipman LLP, including affordable housing development, real estate transactions, property management, landlord-tenant law, community economic development and tax-exempt financing, entity formation, land use, state and municipal law, and serves as a secondary support to the firm’s litigation team. She represents public agencies, nonprofit entities, and both private and nonprofit affordable housing developers.
Education
- B.A., University of California, Berkeley
- J.D., University of California, Davis School of Law
Professional Volunteer and Affiliations
- State Bar of California
- Member, American Bar Association, Forum on Affordable Housing and Community Development Law
- Member, Asian American Bar Association of the Greater Bay Area (AABA)
- Former Board Member/Secretary, East Bay Sanctuary Covenant
Margaret F. Jung
Contact Information
Attorney
Margaret Jung practices in the areas of real estate tax matters and syndications. Ms. Jung represents nonprofit corporations and public agencies in the development, financing and management of low- and moderate-income projects and programs.
Ms. Jung’s work encompasses Low Income Housing Tax Credits, Historic Tax Credits, Renewable Energy Credits, and New Markets Tax Credits.
Ms. Jung’s practice includes structuring syndications using for-profit/nonprofit joint ventures, limited partnerships and other pass-through entities, the formation of limited partnerships, analyzing financial projections for tax credit investments, providing tax advice on the structuring of financing, issuing tax opinions to investors, and assisting clients in complying with all federal tax requirements for tax credit syndications.
Education
- B.A., magna cum laude, University of California, Los Angeles Phi Beta Kappa
- J.D., University of California, Berkeley School of Law
Previous Employment
- Public Accountant, Ernst & Young, LLP
Professional and Volunteer Affiliations
- State Bar of California
- Member, American Bar Association, Forum on Affordable Housing and Community Development Law
- Member, National Coalition for Asian Pacific American Community Development
- Former Board Member, Chinatown Community Development Center
- Certified Public Accountant (inactive), California Board of Accountancy
Rafael Yaquian
Contact Information
Attorney
Mr. Yaquian practices in the areas of community economic development, affordable housing, tax credit syndication and real estate finance. His practice includes advising a variety of developers, nonprofit entities, housing authorities, municipalities and other public agencies in the development, financing, disposition, and management of affordable housing and economic development projects.
Mr. Yaquian assists clients in structuring, negotiating and drafting acquisition and financing documents for complex affordable housing projects, tax credit transactions and other commercial and mixed-use developments. He has experience with the formation of special purpose entities, analyzing financial projections for tax credit investments, and assisting clients in complying with all federal and state regulatory requirements.
Mr. Yaquian also has extensive experience assisting clients in interpreting and implementing the redevelopment dissolution and unwind statues.
Education
- B.S. in Community and Regional Development, University of California, Davis
- Jesse Marvin Unruh Assembly Fellow, California State University of Sacramento Center for California Studies
- Masters in Urban Planning, University of California, Los Angeles School of Public Affairs
- J.D., University of California, Los Angeles School of Law, Epstein Program in Public Interest Law and Policy
Professional and Volunteer Affiliations
- State Bar of California, Real Property and Taxation Sections
- American Bar Association
- Forum on Affordable Housing and Community Development Law
Thomas H. Webber
Contact Information
Attorney
Thomas Webber’s practice is focused on community economic development, real estate, affordable housing, nonprofit and municipal law.
Mr. Webber represents numerous public agencies and nonprofit developers on mixed-use and commercial projects. He has negotiated and drafted disposition and development agreements, loan documents, and ground leases for complex mixed-use developments, including finance documents for new markets tax credit transactions. Mr. Webber’s work in this area involves structuring complex development transactions involving public and private partnerships, advising clients on public and private financing structures and all aspects of development issues, including CEQA-related and real property security issues.
Mr. Webber represented the Community Redevelopment Agency of the City of Los Angeles on various aspects in the development of Staples Center, the Marriott Convention Center Hotel, and the new Broad Museum. He represents the City of Santa Clara in development of the new stadium to be home to the San Francisco 49ers, providing advice on financing, construction and operation issues related to the stadium.
He also represents public agencies and nonprofit organizations on the development, financing and management of affordable housing and mixed-use projects and programs that utilize state assistance, including MHP and MHSA financing, and federal assistance, including, tax credits and CDBG, NSP and HOME financing.
Mr. Webber also works with a wide variety of nonprofit entities, including school districts, affordable housing developers, and other charitable organizations providing legal guidance regarding nonprofit operations and administration, tax issues, as well as matters related to property, real estate, and other corporate and organizational matters.
Education
- B.A., University of Massachusetts, Amherst
- J.D., Golden Gate University School of Law
Previous Employment
- Assistant to the City Attorney, Office of City Attorney, City of Oakland
- Planner, Office of Economic Development and Employment, City of Oakland
Professional and Volunteer Affiliations
- State Bar of California
Thomas J. Levendosky
Contact Information
Attorney
Thomas Levendosky practices in the areas of real estate transactions, affordable housing, community economic development, tax credits and syndication. His practice involves representing clients in all phases of affordable housing development, including purchase and sale transactions, affordable housing finance and assisting the firm’s public agency clients in implementing a wide variety of community economic development programs.
Education
- B.A., Cum Laude, Fordham University
- J.D., University of California, Davis School of Law
Professional and Volunteer Affiliations
- State Bar of California
William DiCamillo
Contact Information
Attorney
William DiCamillo practices in the areas of community economic development, affordable housing, and real estate finance. Mr. DiCamillo represents developers in the development, financing and operation of affordable housing projects. In addition, he also represents numerous public agencies on real estate and community economic development issues. He has drafted and negotiated disposition and development agreements, joint development agreements, construction contracts, long-term leases, and related acquisition and financing documents for complex affordable housing projects and commercial and mixed-use developments, including publicly owned stadiums, event centers and theaters. In addition, William has extensive experience in advising public agencies throughout all phases of the development process, such as issues related to developer selection, project construction and development, contract disputes, and the workout and restructuring of publicly supported projects.
Prior to attending law school William worked at a social services organization providing direct services to the homeless in downtown Oakland.
Education
- B.A., magna cum laude, State University of New York, Buffalo. Phi Beta Kappa
- J.D., University of California, Los Angeles
Previous Employment
- Travelers Aid Society of Alameda County, Case Manager
Professional and Volunteer Affiliations
- State Bar of California
- State Bar of New York
- The District of Columbia Bar