Michelle Ruberto Fonseca is an attorney in Holland & Knight's Boston office and practices primarily in the area of tax credit syndication, with a particular focus on federal and state historic tax credit, low-income housing tax credit and other tax incentive programs. Ms. Fonseca has significant experience in federal and state historic tax credit transactions gained during her numerous years of representing investors, syndicators, developers and lenders in all facets of projects eligible for such tax credits. Ms. Fonseca spends considerable time structuring, negotiating, documenting and closing historic tax credit investment transactions on behalf of tax credit investors, syndicators and developers. She skillfully advises clients to develop transaction structures responsive to the ever-changing industry landscape. Ms. Fonseca is highly experienced with real estate development, environmental, land use, construction, commercial lending, loan restructuring and workouts, commercial leasing, contract negotiation and general corporate matters, as well as federal and state grant and housing subsidy programs, including U.S. Department of Housing and Urban Development (HUD) programs, taxable and tax-exempt bond financing and regulatory matters.

Ms. Fonseca is also well-versed in affordable housing tax credit projects, including low-income multifamily and elderly housing projects, assisted living developments, housing preservation and other affordable housing programs such as HOME Investment Partnerships (HOME), Federal Home Loan Bank Affordable Housing Program, HOPE VI, Community Development Block Grant (CDBG) and U.S. Housing and Urban Development Section 202/811 (HUD 202/811). Ms. Fonseca has gained a uniquely broad exposure to such projects on behalf of tax credit investors, syndicators and developers.

Clients appreciate Ms. Fonseca's practical, hands-on approach to her work while representing them, counting on her attention to detail in deal structuring, due diligence review, asset management and compliance. Additionally, clients value her skills in developing exit strategies, including dispositions, housing preservation and re-syndications, that maximize investment objectives and facilitate attainment of long-term goals. The breadth of Ms. Fonseca's experience proves useful to clients during the course of representations that include structuring and establishing investment funds, conducting upper-tier transaction review for investment funds and closing lower-tier tax credit transactions for investment funds and syndicators.

Ms. Fonseca is among the team of Holland & Knight's attorneys that is studying the new Opportunity Zones program presented by H.R. 1, the tax reform bill passed by Congress and signed into law in December 2017. The team is working to help investors, fund managers and Opportunity Zone businesses realize the full benefits of the new program.

Ms. Fonseca also provides extensive legal services in commercial real estate and financing transactions, representing commercial lenders and developers in a variety of contexts. She routinely draws upon her early practice in the areas of real estate, financing, commercial lending, bankruptcy and loan workouts. Ms. Fonseca's clients include tax credit investors, syndicators, real estate developers, nonprofit organizations, public agencies, corporations, lenders and private individuals.

Ms. Fonseca has spent many years advocating for affordable housing initiatives, historic preservation, community revitalization, sustainability and smart growth in her home state of Rhode Island, and sets community and non-profit service, volunteerism, collaboration and inclusion as personal priorities. She is actively involved through her membership in advocacy groups and her long-standing service on the board of directors for a leading nonprofit developer and manager of affordable housing for low and moderate income families, populations with special housing needs and seniors living in Rhode Island and surrounding areas. She is also a staunch advocate for historic preservation, and supports historic preservation industry groups with their advocacy efforts around the country. Ms. Fonseca is passionate about community redevelopment and revitalization, and sets community service as a personal priority.

In addition, Ms. Fonseca's experience enables her to effectively address issues in a wide variety of areas beyond real estate, ranging from environmental, renewable energy, property management and corporate law to board governance, quasi-public governmental affairs, regulatory compliance and litigation. 

Representative Experience

  • Assists in the real estate acquisition, land use, development, construction, leasing, public and private financing, business transactions and contractual relations in a wide range of industries
  • Handled the negotiations, documentation and closing of hundreds of real estate investments in community redevelopment projects valued at nearly $3 billion and generating roughly $500 million in federal historic tax credits


  • Suffolk University Law School, J.D., cum laude
  • University of Rhode Island, B.A., Communications, magna cum laude
Bar Admissions/Licenses
  • Massachusetts
  • Rhode Island
Court Admissions
  • All State Courts in Massachusetts
  • All Federal Courts in Massachusetts
  • All State Courts in Rhode Island
  • All Federal Courts in Rhode Island
  • American Bar Association
  • Rhode Island Bar Association
  • Massachusetts Bar Association
  • ABA Business Law Section, Committee on Partnerships and Unincorporated Business Organizations
  • Historic Tax Credit Coalition
  • Housing Network in Rhode Island
  • Women's Development Corporation, Chairman, Board of Directors
Honors & Awards
  • Holland & Knight Pro Bono All-Star, 2020, 2021
  • Order of the Coif


Speaking Engagements