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Practice Areas

Historic Preservation and Rehab Tax Credits

Nelson & Nelson has extensive experience helping both developers and investors finance and preserve historic buildings through the use of Historic Rehabilitation Tax Credits, charitable contributions, transfers of conservation easements and façade easements, and other transferable development and real property rights. We have advised clients on the use of Historic Rehabilitation Tax Credits as a separate source of equity financing as well as when combined with Low Income Housing Tax Credits or New Markets Tax Credits. We understand the complex nature of these projects, including the intricacies of master tenant structures and the participation of tax-exempt entities. Nelson & Nelson has worked on a range of projects involving many types of commercial and mixed-use buildings, and community, public benefit and housing facilities.

New Markets Tax Credits

Nelson & Nelson is dedicated to helping our clients understand and implement a wide range of structuring and leveraging options using New Markets Tax Credits and other economic development financing tools. We represent developers (qualified active low income community businesses) and their affiliates, lenders, community development entities (CDEs), as well as equity investors, in completing these complex transactions. Nelson & Nelson’s representation in these transactions has been on behalf of for-profit, tax-exempt and public and quasi-public entities to finance commercial and mixed-use buildings as well as community, public-benefit facilities and other business activities.

Real Estate Development and Finance

First and foremost Nelson & Nelson recognizes the importance of good relationships with clients and opposing parties and their attorneys and consultants.  We know how to get deals done and use problem solving to resolve issues.

We assist clients with the financing of their projects.  We negotiate debt financing, including secured real estate finance, mezzanine financing, leasehold financing, construction loans, portfolio loans and tax-exempt bond financing. We also help clients with equity financing whether negotiating an equity investment or syndicating partnership opportunities. We have specialized expertise in Low Income Housing Tax Credits, New Markets Tax Credits and Historic Rehabilitation Tax Credit equity investment structures.

Nelson & Nelson has a solid track record in all areas related to real estate development and finance.


We advise and represent clients in the following areas:

  • reviewing and negotiating purchase and sale agreements and ground leases;

  • review and negotiation of commercial leases;

  • conducting due diligence;

  • resolving and reviewing title, survey and boundary issues;

  • negotiating environmental settlements and analyzing issues and land use and permitting matters;

  • reviewing and negotiating construction and architecture contracts, residential and retail leasing; and

  • reviewing and negotiating management and service contracts.

While our practice is especially well known in the Pacific Northwest, Nelson & Nelson attorneys have worked throughout the United States on a wide range of projects including: apartment communities, mixed-use projects, single-family and condominiums residences, schools and other community facilities, office, industrial, commercial, retail centers and resorts.  Our clients include multinational and regional corporations; institutional, public, and private lenders; retailers; state agencies; bonding authorities; schools; commercial and multifamily developers; health care institutions; hotel chains; and manufacturers.

Real Estate Entities/Joint Ventures/Syndications

Nelson & Nelson has extensive experience in assisting clients to choose and create the best entity for the client’s project. We have created and structured thousands of partnerships, limited liability companies and joint ventures for real estate development and ownership projects. Partnerships and limited liability companies are the most common real estate entities due to the pass-through of tax attributes to the partners or members and the opportunity to minimize the investor’s risk. Tax planning is a huge component of entity structuring and we have one of the most sophisticated partnership tax practices in the Pacific Northwest.

We provide our clients with timely advice on the business and tax issues that arise upon formation, capitalization (including the many issues that arise when developers contribute their assets, skill and capital to a venture), reorganization and dissolution of entities. We also regularly assist clients with private syndications of partnership interests for real estate projects.

Tax Exempt Organizations 

Nelson & Nelson represents a large number of nonprofit and tax-exempt organizations. We assist with initial organizational activities – including drafting organizational documents and procedures, establishing governance structures, obtaining tax-exempt status and complying with federal tax requirements for exemption. Nelson & Nelson also advises on the creation of tax-exempt and taxable subsidiaries and structuring joint ventures with government agencies, for-profit companies and other nonprofit organizations. We are experienced with and routinely counsel our nonprofit clients on issues exclusive to them with respect to capital financing, particularly of facilities such as community centers, schools, museums, health clinics, emergency shelters and similar facilities.

Nelson & Nelson has experience in many issues unique to nonprofit and tax-exempt organizations, including avoiding private inurement and private benefit transactions; addressing tax-exempt use implications; establishing for-profit subsidiaries; minimizing unrelated business income and federal, state and local excise taxes; engaging in partnerships and joint ventures with for-profit participants; addressing private foundation restrictions; and complying with property tax exemption requirements.

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