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


California, 1990

New York, 1986


American College of Commercial Finance Lawyers

  • Fellow

Equipment Leasing and Finance Association

National Association of Real Estate Investment Trusts

Structured Finance Association

Solar Finance Council

American Bar Association, Tax Section, Financial Transactions Committee

New York State Bar Association

State Bar of California

Melanie Gnazzo is a partner in Chapman's Asset Securitization Department and Tax Department and is also a member of the Lease Finance and Project Finance practice groups. She serves on the firm’s management committee and as the San Francisco Office Leader.

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 commercial and tax 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 lenders to two different major residential solar finance companies with respect to portfolio warehousing facilities
  • Counsel to a solar finance company with respect to its warehousing, pool sales and product development
  • Counsel to developer of rapid charging battery used for EV with respect to funding of initial installs
  • Counsel to national finance arm for rural electric utility cooperatives in development of a tax equity lease financing for the cooperatives
  • 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 investments in distributed solar generating systems used by municipal and school off-takers with collateral assignments of power purchase and SREC sales contracts
  • Representation of institutional investors in various other tax advantaged alternative energy financing transactions
  • Past board member of the Solar Energy Finance Association, and past Co-Chair of a legal subcommittee focused on distributed commercial solar for Solar Access to Public Capital, a taskforce sponsored by National Renewable Energy Laboratories that worked to develop standards and terms for securitization of solar revenue streams
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 equipment 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 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 and various funding and investment transactions


  • Co-Author, "IRS Blesses Stock Dividends from Certain RICs and REITs," Real Estate Finance Journal. Fall 2017.
  • Co-Author, “Illinois’ Future Energy Jobs Act,” Pratt's Energy Law Report and LexisNexis Emerging Issues Analysis. May 2017.
  • 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).

Honors & Awards

  • Named a 2019 “Lawyer of the Year” for Securitization and Structured Finance in San Francisco by Best Lawyers