Barclay Damon
Barclay Damon

Sharon L. Brown

Sharon L. 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

Sharon 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 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 also has experience with power and energy financings.

Sharon advises issuers and borrowers on IRS examinations of tax-exempt bond transactions, and post-issuance tax compliance.

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, backed by traditional bank letters of credit, and/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.

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

Civic Activities

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

Speaking & Publications

  • Law360 Profile, "Public Finance Atty Joins Barclay Damon's NYC Office," June 2018
  • New York State Association for Affordable Housing, Annual New York City Conference, “Tax-Exempt Bonds,” May 2014
  • 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,” July 2013
  • New York State Association for Affordable Housing, Annual New York City Conference, “Tax-Exempt Bonds,” May 2012
  • Presenter, various client training sessions on tax rules pertaining to tax-exempt bond financings


  • John Payton Leadership Academy of the District of Columbia Bar, Class of 2017

Prior Experience

  • Hawkins Delafield & Wood LLP, Tax Group