Barclay Damon
Barclay Damon


Sharon Brown


p: 212.784.5809

f: 212.784.5764

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New York Office

Suite 600
1270 Avenue of the Americas
New York, New York 10020

With 20 years of legal experience, Sharon primarily concentrates her practice on the federal tax treatment of tax-exempt bond financings and serves as bond counsel, underwriters’ counsel, and special-tax counsel. She has worked on transactions involving multi-modal structures, complex refundings, derivative products, multiple-year tranches, general-obligation bonds, and revenue bonds. She also negotiates with letter-of-credit banks, including Fannie Mae and Freddie Mac; swap providers; direct purchasers; underwriters; and financial advisors regarding tax matters related to tax-exempt financings.

Sharon routinely handles a wide variety of public finance transactions, including single-family housing, power and energy, and 501(c)(3) financings. She has extensive transactional experience with multi-family financings involving low-income-housing tax credits, historical tax credits, and a variety of issuer and government subsidies and incentives. Sharon additionally advises issuers and borrowers on IRS examinations of tax-exempt bond transactions and post-issuance tax compliance.

In addition to her role at Barclay Damon, Sharon is a federal income-tax adjunct at Monroe College.

Representative Experience

  • Serves as tax counsel in connection with the development and preservation of thousands of affordable-housing units in mixed-use and mixed-income developments across the United States that are financed with tax-exempt bonds and 4 percent low-income-housing tax credits; backed by traditional-bank letters of credit; or involve Fannie Mae and Freddie Mac credit enhancement, HUD risk-sharing program insurance, derivative products through public offerings, and the direct loan or purchase of bonds.
  • Serves as tax counsel to a state housing-finance agency in connection with the creation of a multi-family tax-exempt warehousing facility that provides recycling and bond-volume cap preservation.
  • Serves as tax counsel to a not-for-profit sponsor, managing member, and owner entity in the development, preservation, and financing of affordable residential rental projects containing units for supportive housing, involving 9 percent low-income tax credits and various other subsidies.
  • Serves as tax counsel to state and local governments in the issuance of tax-exempt bonds for capital projects.
  • Serves as tax counsel to issuers and borrowers in financings for 501(c)(3) educational, health care, and cultural institutions.
  • Serves as tax counsel on pooled bond programs for a state financing authority.
  • Serves as tax counsel in connection with IRS audits.

Practice Areas


  • New York Law School, LL.M.
  • Long Island University, M.S., with distinction, Sigma Beta Delta National Business Honor Society
  • Suffolk University Law School, J.D., cum laude, Suffolk Transnational Law Review, Executive Board Member, Chief Note Editor
  • Northeastern University, B.S.

Admitted To Practice

  • New York
  • District of Columbia
  • U.S. Tax Court

Memberships & Affiliations

  • American Bar Association
  • New York State Bar Association
  • Barclay Damon’s Women’s Forum
  • National Association of Bond Lawyers
  • New York State Association for Affordable Housing
  • New York State Government Finance Officers Association
  • The Municipal Forum of New York

Civic Activities

  • Monroe College, Federal Income Tax Adjunct
  • Nazareth Regional High School, Board of Trustees Chair
  • The Bayview Houses Community Association, Board of Directors Chair
  • The Episcopal Diocese of Long Island, Conference Committee Chair

Speaking & Publications

  • New York Law School 16th Annual Tax Lawyering Workshop, "Tax Opinions: Best Practices for Establishing the Factual Basis"
  • New York Law School, "Diversity in Tax Practice"
  • Bonadio Group's College & University Educational Breakfast Series at Clarkson University, "Qualified 501(c)(3) Bonds: Post-Issuance Tax Compliance"
  • New York State Association for Affordable Housing Annual New York City Conference, “Tax-Exempt Bonds”
  • New York Law School Summer International Tax Program, “Introduction to Sales and Use Taxes in the United States, VAT in France, and the European Union and Sales and Excises Taxes in the United States: A Comparative Tax Law Discussion”
  • Presenter, various client training sessions on tax rules pertaining to tax-exempt bond financings
  • Law360 Profile, “Public Finance Atty Joins Barclay Damon’s NYC Office”


  • The Bond Buyer, Trailblazing Women in Public Finance Award, 2018
  • John Payton Leadership Academy of the District of Columbia Bar, Class of 2017

Prior Experience

  • Hawkins Delafield & Wood LLP, Tax Group