Education

New York University School of Law, LL.M., Taxation, 1985

University of Pittsburgh School of Law, J.D., cum laude, 1984

University of Pittsburgh, B.A., Economics, summa cum laude, 1981

Admitted

California, 1990

New York, 1986

Memberships

Structured Finance Industry Group

Equipment Leasing and Finance Association

National Association of Real Estate Investment Trusts

Solar Energy Finance Association, Board of Directors

American Bar Association, Tax Section, Financial Transactions Committee

New York State Bar Association

State Bar of California

Melanie Gnazzo is a partner in the Asset Securitization, Lease Finance and Tax practice groups. She also serves on the firm’s strategic planning committee.

Melanie represents a wide range of finance companies and funding sources engaged in structured finance and securitization transactions, as well as in portfolio acquisitions, dispositions, restructurings and joint ventures involving financial assets. She also provides advice with respect to tax advantaged financial and renewable energy products and investment vehicles. She has considerable experience providing both tax and commercial law advice in such transactions.

Melanie is a regular speaker at industry forums on tax, leasing and securitization matters.

Representative Transactions

Energy Finance
  • Counsel to tax equity investor in $29 million investment in commercial solar energy generating system installed at a super fund site
  • Counsel to tax equity investor in $30 million investment in commercial solar energy generating system installed on designated historic site own by U.S. Navy
  • Counsel to lessor in sale leaseback of four solar energy generating systems aggregating $30 million and used to supply energy to SCE under its CREST program
  • Representation of funding sources in connection with tax equity investments in distributed solar generating systems used by municipal and school off-takers with collateral assignments of power purchase and SREC sales contracts
  • Co-Chair of the legal subcommittee focused on distributed commercial solar for Solar Access to Public Capital, a taskforce sponsored by National Renewable Energy Laboratories that is working to develop standards and terms for securitization of solar revenue streams
  • Representation of institutional investors in various other tax advantaged alternative energy financing transactions
Equipment Finance
  • Representation of lender finance units at various financial institutions in connection with various structured and asset based loans to finance companies secured by lease and loan portfolios
  • Counsel to various leasing and finance companies in connection with capitalization and funding transactions that include warehouse and term securitizations, lines of credit, sub debt borrowings and equity infusions
  • Counsel to various participants in small ticket and middle market equipment finance sectors with respect to vendor and broker arrangements, bundled lease products, remarketing arrangements, portfolio acquisitions and dispositions, and other originations and portfolio management related issues and activities
Mortgage Finance
  • Representation of mortgage REIT in connection with tax structuring, disclosure and tax opinions for numerous private label mortgage securitization transactions closed since 2010
  • Representation of various sponsors and investors in connection with tax and non-tax structuring for investments in mortgage backed securities and other mortgage related assets
  • Tax counsel to mortgage REITs and investors in mortgage REITs with respect to ongoing REIT qualification requirements, equity offerings and investment transactions

Publications

  • Co-Author, "Financing Distributed Generation Through Third-Party Ownership," Chapman Insights. November 21, 2013.
  • Co-Author, “2012 Rulings Help Define REIT Qualifying Income,” Real Estate Taxation, 2nd Quarter 2013
  • Author, "US Tax and Regulatory Environment for Leasing," United States Asset and Auto Finance Country Survey, October 2012
  • Author, “Historic Boardwalk Hall - Tax Court Focuses on ESD and Partnership Issues in Tax Credit Partnerships,” Journal of Partnership Taxation, May-June 2011 (Volume 14, No. 3)
  • Author, “Mortgage Reits-Pruning Portfolios and Prohibited Transaction Taxes,” Real Estate Taxation, 2010 (Volume 37, No. 4)

Presentations

  • Panelist, "Initiatives to Reduce Friction in Solar Finance," 22nd Annual ABS East Conference. September 18 – 20, 2016.
  • Panel Moderator, "Online Marketplace Lending and Fintech's Impact on Specialty Finance," iGlobal Forum's 6th Specialty Finance Summit. September 7 – 8.
  • Panelist, "Reducing Friction in Solar Finance," 2016 Intersolar North America Conference. July 11 – 13, 2016.
  • Panelist, "ECI, UBTI and Other Tax Issues," LendIt USA 2016. April 11 – 12, 2016. 
  • Panelist, "Solar ABS Panel: Understanding Market Potential," ABS Vegas 2016 Conference. February 28 – March 2, 2016.
  • Panel Moderator, "The Expansion of the Online Lending Marketplace,” iGlobal Forum's 5th Speciality Finance Summit. January 12 – 13, 2016.
  • Panel Moderator, “The ABCs of Renewable Energy,” 21st Annual ABS East Conference. September 16, 2015.
  • Panel Moderator, “How Online Marketplace Lenders are Altering the Specialty Finance Landscape,” iGlobal Forum’s 4th Specialty Finance Summit. September 9 – 10, 2015.
  • Panel Moderator, “Breakout Session on Energy Issues,” ELFA Legal Forum. May 5, 2015.
  • Panel Moderator, “Energy Storage Securitization — The Next Big Thing?” 2015 Sunshine Backed Bonds Conference. May 1, 2015.
  • Panelist, "Roundtable C: Residential Solar Lease Securitization Overview: RESI Challenges & Solutions,” ABS Vegas 2015 Conference. February 11, 2015.
  • Panel Moderator, "Next Generation Specialty Finance — Emergence of the Online Lenders,” iGlobal Forum's 3rd Specialty Finance Summit. January 13 – 14, 2015.
  • Panelist, "Solar Securitization: Opportunities and Challenges," SunShot Grand Challenge Summit hosted by Department of Energy. May 21, 2014.
  • Panel Moderator, "Commercial Solar Lease Securitization Overview: Middle Market C&I Challenges & Solutions," 2014 Sunshine Backed Bonds Conference. May 2, 2014.
  • Panel Moderator, "Financing Renewable and Alternative Energy Leasing," 13th Annual Investor's Conference on Equipment Finance. March 20, 2014.
  • Panelist, "Taskforce Update on Standardization of Solar Contracts and Progress Towards Securitization," Solar Access to Public Capital. November 2013.
  • Panelist, “Renewables 101 — Understanding Residential and Commercial Solar Finance,” 19th Annual ABS East Conference. October 6 – 8, 2013.
  • Panelist, "Tax Planning with REMICs:  Everything Old is New Again," American Bar Association Tax Section Fall Meeting on behalf of Financial Transaction Committee. September 20, 2013.
  • Presenter, “Legal Briefing: Equipment Leasing Industry Updates,” Client Training Session. August 27, 2013.
  • Co-Presenter, “Bifurcated (Split) Collateral and Bundled Lease Transactions,” Client Training Session. May 14, 2013.
  • Moderator, “Trends and Innovations in NonBank Finance Markets,” C&C University Forum. June 5, 2012.
  • Moderator, “Growth Sectors to Watch (Transportation and Solar Equipment Securitizations),” 11th Annual Investors Conference on Equipment Finance. March 15, 2012.
  • Moderator, “Current State of the Debt Markets Panel Discussion,” C&C University Forum. June 15, 2011.
  • Co-Presenter, “Financing America’s Infrastructure and Energy Needs — Where’s The Money Coming From?” C&C University Forum. June 15, 2011.
  • Panelist, “Solar Power Case Study,” The Bond Buyer’s Symposium on Public Financing of Sustainable Energy. May 4, 2011.
  • Panelist, “Capital Markets Update and Funding Strategies Today,” 9th Annual Investors Conference on Equipment Finance. March 2010.
  • Panelist, “Off Balance Sheet Accounting Changes: FAS 166 and 167,” Joint Presentation with Ernst and Young. July 2009.

Honors & Awards

2013 Best Lawyer of the Year — Securitization and Structured Finance, San Francisco, CA