Thomas G. Havener

Attorney

havenert@ballardspahr.com
Tel 202.661.2274
Fax 202.661.2299
Washington, DC

Thomas G. Havener is a public finance tax attorney with 30 years of experience rendering legal opinions on the exemption of interest on governmental (and conduit) debt obligations from federal and state income tax. He has substantial experience in tax disputes, including large, complex matters involving IRS audits of billions of dollars of tax-exempt governmental general obligation bonds, qualified 501(c)(3) bonds issued for the benefit of large health care, educational, and other charitable and cultural institutions, as well as tax-exempt “exempt facility bonds” issued for the benefit of for-profit conduit borrowers.

In 2015, Tom was named Cleveland Public Finance Lawyer of the Year by The Best Lawyers in America.

Representative Matters

  • Principal architect of the eminent domain theory proposed to, and adopted by, the State of Connecticut to address a constitutional challenge to the State’s corporate franchise tax arising from certain covenants in some of the State’s obligations, which threatened to cost the State an estimated $1.5 billion in lost tax revenues over the following 15 years. Principal tax attorney representing the State in mediation of the tax refund litigation brought by certain Connecticut taxpayers in that matter. Through mediation, the State successfully reduced its potential liability by hundreds of millions of dollars.
  • Practice in the areas of corporate federal income tax before the IRS concerning the interpretation of the Internal Revenue Code and the propriety of the IRS’s issuance of regulations and public and private rulings. Most of this administrative law experience arose in the context of defending large corporations in IRS tax audits often on the basis that the IRS was misinterpreting its own regulatory provisions based on its own prior rulings and case law.
  • Representation of major oil companies in separate administrative proceedings brought by the State of Alaska Department of Revenue involving billions of dollars allegedly owed for Alaska corporate income and oil and gas production taxes. Development of clients’ litigating positions in administrative proceedings. Drafting of briefs on behalf of taxpayers in such administrative proceedings.
  • Substantial experience planning, organizing, and drafting governance documents for nonprofit entities including compliance with state corporation law, and with obtaining and maintaining federal tax-exempt status. Substantial experience representing tax-exempt 501(c)(3) organizations as conduit borrowers of proceeds of debt obligations issued by state and local governmental entities.
  • Approximately 10 years of providing nonprofit corporate law and Section 501(c)(3) tax advice to the Cleveland Clinic Foundation (CCF). Represented CCF as borrower’s public finance tax counsel on a series of “qualified tax-exempt 501(c) bond” financings and re-financings with respect to medical facilities, research facilities, and three hotels owned by CCF. Negotiated and drafted a management contract on behalf of CCF for the hotels that was compliant with IRS guidelines applicable to private use of facilities financed with tax-exempt bond proceeds.
  • Created and obtained from the IRS tax-exempt Section 501(c)(3) status for a wholly owned, nonprofit subsidiary of the Cleveland State University (CSU) that was formed to construct and operate student housing and student union facilities. In addition, served as public finance tax counsel to CSU and its subsidiary in connection with 501(c)(3) tax-exempt financing for such facilities. Negotiated and drafted a management agreement on behalf of CSU regarding operation and maintenance of such facilities that was compliant with IRS guidelines applicable to private use of facilities financed with tax-exempt bond proceeds.
  • Representation of nonprofit entities in connection with real property tax exemptions, sales and use taxes, charitable solicitation registration, and compliance. Business planning, formation, governance, and compliance with state business entity laws and federal and state tax laws for-profit corporations, limited liability companies, partnerships, and sole proprietors.
  • Pro bono incorporator and co-founder of the National Association of Attorneys with Disabilities

Professional Activities

American Bar Association

National Association of Attorneys with Disabilities

National Association of Bond Lawyers

Ohio State Bar Association

Recognition & Accomplishments

The Best Lawyers in America, public finance law, tax law, 2013-2020; "Lawyer of the Year," Public Finance Law (Cleveland), 2015

Publications

Co-author, "Is Your Organization Tax-Exempt in D.C.? Act Soon to Retain the Exemption!" Ballard Spahr alert, March 12, 2019

Co-author, "Tax-Exempt Bond Community Considers New Bond Regulations," Ballard Spahr alert, January 16, 2019

"Assault on Granada and the Freedom of the Press," Case Western Reserve University Law Review 483, 1986

Case Western Reserve University School of Law (J.D. 1987)
Articles Editor (1986-1987), Associate Editor (1985-1986), Case Western Reserve University Law Review

The Ohio State University (B.A. 1983)

District of Columbia

Ohio