Adam S. Wallwork

Associate

wallworka@ballardspahr.com
Tel 202.661.7668
Fax 202.661.2299
Washington, DC

Adam S. Wallwork is in the firm's Public Finance and Tax Departments and is also part of the Tax Credits and Virtual Currency Teams. He acts as special tax counsel, bond counsel, underwriter's counsel, borrower's counsel, trustee's counsel, and counsel to banks providing credit enhancements for museums, universities, long-term care providers, and affordable housing developers across the country. His practice focuses on a range of U.S. federal, state, and local tax issues that arise for investors, sponsors, underwriters, and issuers in securitized and structured finance transactions. He also works with domestic and foreign multinationals on U.S. federal income tax and reporting obligations arising from transactions between affiliates, prepaid contracts, mergers, acquisitions, swaps, hedges, and derivatives. Adam's practice also deals with U.S. tax aspects of inbound investments by foreign persons in the United States, investments abroad by U.S. persons, and cross-border transfers of assets, including virtual currency and real estate, into and out of corporate solution.

Adam provides tax-exempt and tax-advantaged financing solutions for municipalities, non-profit organizations, and private developers to reduce their borrowing costs for projects that provide clean energy, preserve public landmarks, renew blighted districts, and increase affordable housing in the community. Federal investment tax credits for renewable energy, affordable housing, and opportunity zone projects provide favorable tax-exempt and tax advantaged financing options for both non-profit and for-profit businesses, which can often be combined with credit enhancements (such as PACE loans secured by local property tax assessments). He has extensive experience working on solar securitizations, including underwriting tax-credit syndication structures in the largest publicly-offered residential solar securitization to date, and was involved in litigating the seminal case on federal investment tax credits, Historic Boardwalk Hall v. Commissioner of Internal Revenue. He regularly counsels developers on tax-exempt municipal financing structures that also leverage a project's tax equity to significantly reduce the borrower's debt service costs.

Representative matters include:

  • Developing a tax-increment financing structure that allowed a municipality to use its share of casino revenue to secure low-rate tax-exempt financing of a local redevelopment project
  • Providing U.S. tax advice on more than $10 billion in currency, interest-rate, and commodities swaps
  • Structuring a tax-free transfer of Bitcoins held offshore by U.S. owners of an online gaming platform
  • Advising an insurance company on billions of dollars in underwriting tax risks for publicly-offered solar securitizations and renewable energy tax credit investment structures
  • Counseling a municipality on general public use requirements for an affordable housing project financed by tax-exempt bonds and low-income housing tax credit
  • Drafting official statements and tax compliance certificates for a municipality's conduit financing of a non-profit's retirement communities
  • Drafting U.S. tax disclosures and opinions for multinational companies in their issuance of credit card and auto receivables-backed notes in the United States under S.E.C. Rule 144A
  • Advising museums, universities, and utility companies on tax and compliance issues related to their respective interest-rate, foreign-currency, and commodity swaps
  • Planning a foreign multinational's tax-free transfer of more than a billion dollars of U.S. real property interests pursuant to a merger
  • Designing a tax-efficient REIT structure for a foreign pension fund to hold several U.S. apartment buildings without incurring U.S. federal income taxes or filing obligations under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA)
  • Evaluating tax accounting consequences of 2017 Tax Reform Act on prepaid gas supply contracts with municipalities across the southeastern United States worth several billion dollars

Board Memberships

Freer Sackler, Silk Road Society (2018)

Professional Activities

Tax Section of the American Bar Association

Tax Section of the District of Columbia Bar Association

Tax Section of the New York State Bar Association

Under 10 Club of the New York State Bar Association

International Tax Institute

Publications

"Primer on Qualified Opportunity Zones," Tax Notes, Vol. 159, May 14, 2018 

"IRS Allows Self-Certification of Qualified Opportunity Funds," Ballard Spahr alert, May 7, 2018

"IRS Announces First Wave of Opportunity Zone Designations," Ballard Spahr alert, April 24, 2018 

"Permanent or Temporary Deferral of Tax on Gains: Opportunity Zones," Ballard Spahr alert, March 1, 2018

"Treasury Expands "Safe Harbor" List of Opportunity Zones," Ballard Spahr alert, February 28, 2018

"States Must Act Now on Opportunity Zone Tax Incentives That Target Low-Income Communities," Ballard Spahr alert, February 9, 2018

"Municipal Bonds After the Deluge," Vol. 159, Tax Notes, January 22, 2018

"President Trump Signs Tax Reform Legislation into Law Early," Ballard Spahr alert, December 22, 2017

"GOP Tax Overhaul Saves Private Activity Bonds and Stadium Bonds, Eliminates Advance Refundings and Tax Credit Bonds," Ballard Spahr alert, December 20, 2017

"The Final Tax Bill: A Thoughtful Analysis," Ballard Spahr alert, December 20, 2017 

"Federal Tax Reform: Side-by-Side Comparison of the Senate and House Approved Bills, Plus the Big Picture," Ballard Spahr alert, December 5, 2017 

"Federal Tax Reform: How the Newly Passed House Bill Compares to the Senate Bill – A Side-by-Side Comparison, Plus the Big Picture," The National Law Review, November 17, 2017

"Federal Tax Reform: The Current State of Play & The Big Picture," Ballard alert, November 16, 2017 

"Federal Tax Reform: The Senate Bill – Comparison to the House Bill, and Evaluating the Bigger Picture," Ballard Spahr alert, November 14, 2017

"Federal Tax Reform: Senate Proposal Repeals Advance Refundings but Keeps Private Activity Bonds," Ballard Spahr alert, November 13, 2017

Federal Tax Reform: The House Tax Bill—Summary and Where Do We Go From Here?” Ballard Spahr alert, November 6, 2017

Federal Tax Reform: House Bill Rewrites Municipal Bond Rules,” Ballard Spahr alert, November 3, 2017

“A Brave New World for Leveraged U.S. Real Estate Partnerships,” Vol. 155, Tax Notes, April 3, 2017

Co-author, “Major U.S. Tax Debt/Equity Rules Finalized,” Osler Cross-Border Quarterly Report, October 14, 2016

Co-author, “What Will Become of the U.S. Debt/Equity Proposal,” Osler Cross-Border Quarterly Report, August 5, 2016

“Preparing for Preparer Fraud: A Practitioner's Guide,” Vol. 152 Tax Notes, July 4, 2016

“On the Use and Abuse of Legislative History in the ‘Preparer Fraud’ Doctrine,” Vol. 70, The Tax Lawyer, 2016

“The Paradox of Preparer Fraud,” Vol. 94, Taxes, 2016

“What You Don’t Know Can Hurt You: Paying for Preparer Fraud,” Vol. 149, Tax Notes, December, 21 2015

“The Archaeology Paradox: More Laws, Less Treasure,” Los Angeles Times, April 7, 2014

“The Economics of Property Laws,” Vol. 1, Indonesian Journal of International and Comparative Law, 2013

“U.S. Government Counterterrorism Asset Freezes: Regulatory Seizures in a Digital Age of Terrorism,” Vol. 41, Southern University Law Review, 2013

Recognition & Accomplishments

Mukti Prize for Article of the Year, Indonesian Journal of International and Comparative Law, 2014

Outstanding Scholarly Achievement Award, Islamic University of Indonesia, Surakarta University and Surubaya University, 2014

Pro Bono Service Award, University of Chicago Law School, 2013

Phi Kappa Phi Honor Society


New York University School of Law (LL.M., Taxation, 2014)

The University of Chicago Law School (J.D., with Honors, 2013)

Syracuse University, (M.A. 2009)

Swarthmore College, (B.A. 2007)

New York

New Jersey

District of Columbia