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 Industry Group

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, Tax Department and a member of the Lease Finance Group. She also serves on the firm’s strategic planning 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 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


  • Co-Author, "IRS Blesses Stock Dividends from Certain RICs and REITs," Real Estate Finance Journal. Fall 2017.
  • Co-Author, "Illinois' Future Energy Jobs Act," Energy Law Report. May 2017.
  • Co-Author, "Illinois' Future Energy Jobs Act," 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

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