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Practice Area Overview
The structure of a transaction can significantly affect its tax consequences, and very small changes in structure or in the underlying facts can have enormous tax significance. Tax lawyers design structures with those consequences in mind, while also taking into account the parties’ commercial goals, timing issues, and any other legal or accounting considerations. The tax treatment of some transactions — such as a “spin-off,” where a company distributes subsidiary stock to its shareholders — is highly complex, and tax lawyers may assist clients in obtaining confirmation of their transactions’ tax consequences from the IRS in the form of a private letter ruling.
Tax lawyers also review and negotiate the terms of the transaction, ensuring that the legal agreements implement the deal in a manner consistent with its intended structure. The agreements also govern the relationship between the parties. They may help the parties understand the intended tax treatment, identify certain tax exposures, and allocate responsibility between the parties for any taxes that may apply.
Tax lawyers also work with clients to determine the most tax efficient manner of carrying on ongoing business operations, taking into account federal, state, local, and international tax considerations.
On occasion, tax-related disputes arise between the parties to a transaction or with the IRS or another taxing authority. Tax lawyers may represent clients in administrative proceedings, private settlement negotiations, or litigation related to these controversies.
Tax lawyers are responsible for providing technical advice and analysis, but must fully understand the overall business transaction in order to do so. The best lawyers give advice in a way that is clear, thoughtful, and business-minded. Tax lawyers need to be closely involved in a transaction from the very beginning and throughout the transaction, in order to be able to give the best advice on an ongoing basis and to be able to modify the structure, if necessary, in response to any changes to the business terms of the transaction.
Stephen L. Gordon, Partner
Andrew W. Needham, Partner
Lauren Angelilli, Partner
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Roger Aksamit serves as the Firm’s Houston Office Leader. In addition, he is a member of the Firm’s Strategic Lateral Hiring Committee and is involved with the Firm’s Diversity & Inclusion initiative. Roger specializes in energy and private equity taxation and counsels public, private equity, and closely held clients in mergers and acquisitions, financing, and joint venture transactions, as well as all other aspects of transactional tax matters and planning. He is Board ...
Andrew Betaque focuses on the taxation of domestic and cross-border corporate and partnership business transactions. Andrew has extensive experience with the tax structuring of corporate mergers, acquisitions, internal restructurings, tax-free reorganizations, and spin-offs, as well as partnership formations, joint ventures, mergers, and restructurings. He previously served as a principal of Ernst & Young. Please read more here: https://www.winston.com/en/who-we-are/professionals/betaque-...
Greg Bopp is the managing partner of Bracewell LLP. Greg maintains an active practice focused on tax structuring, joint ventures, mergers and acquisitions, and capital markets transactions for midstream and upstream companies, including master limited partnerships (MLPs). Greg was named a Dealmaker of the Year by The American Lawyer for his role in representing Kinder Morgan, Inc. in the $76 billion acquisition of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso...
Sean A. Bryan is a partner in the firm’s Tax Law practice. Mr. Bryan’s primary practice involves the formation, structuring and maintenance of entities used in business transactions (including partnerships, limited liability companies, and corporations), and the federal and state tax aspects of business transactions. Mr. Bryan has handled complex tax and transactional matters for over 25 years representing individuals, private business interests, and passive investors seeking limi...
John Cohn assists multinational corporations, national oil companies, small businesses, and individuals in developing and implementing tax-efficient international business structures. He advises and counsels U.S. entities on expanding business internationally, guides foreign companies and persons on doing business in the United States, and negotiates international energy acquisitions and dispositions. John's expertise includes tax and transactional counsel on Latin American, African, and Asia...
David Cole is a tax partner in the Houston office of Kirkland & Ellis LLP. David focuses his practice on tax disputes with trial experience in both federal and state courts. The tax matters David has litigated include disputes with taxing authorities and between private parties. The clients David represents include large and small partnerships, public and private partnerships, corporations, and high net worth individuals. His clients operate across an array of industries, including privat...
Mark Dundon is a tax partner in the Houston office of Kirkland & Ellis LLP. Mark’s practice focuses on the tax aspects of complex mergers, acquisitions, divestitures, joint ventures, restructurings and financing transactions, primarily in the energy industry. He has represented large and mid-cap private equity funds and their portfolio companies, as well as large public and private corporations.
Jason concentrates his practice in trusts, estates, and taxation. Jason builds estate plans for individuals, keeping in mind their family values, goals and needs, and desire to protect and care for their family and loved one while minimizing taxes. Jason also assists individual fiduciaries and professional trust companies with probate, trust and estate administration, family settlement agreements, and all matters related to trusts and estates. Jason enjoys pre-liquidity event planning for ent...
Mr. Freeman is the founding and managing member of Freeman Law, PLLC. He is a dual-credentialed attorney-CPA, author, law professor, and trial attorney. Mr. Freeman has been recognized multiple times by D Magazine as one of the Best Lawyers in Dallas, and by Super Lawyers and Texas Monthly magazine. He was recently honored by the American Bar Association, receiving it’s “On the Rise – Top 40 Young Lawyers” in America award, and recognized as a Top 100 Up-And-Coming Att...
Abbey Garber focuses his practice on tax litigation and providing advice in connection with applying tax laws to individuals, estates, corporations, and partnerships. Serving more than 30 years in the Office of Chief Counsel at the Internal Revenue Service, he tried cases of all sizes in Tax Court, earning significant favorable opinions in fraud, tax shelter, and many other cases; received a full Tax Court opinion in an attorneys’ fees case; and prosecuted criminal tax cases in United S...
Marc Grossberg's primary practice is representing clients in tax controversies at the examination, Internal Revenue Service appeal and trial and federal appeals levels, collection issues and pre-IRS examination compliance issues, including filing and foreign accounts and unique issues. Recent representations include bringing taxpayers "in from the cold," meaning assisting them in becoming compliant with the Internal Revenue Service before the Internal Revenue Service has discovered the non-co...
Dean Hinderliter focuses his practice on a wide range of tax matters, including all the tax aspects of corporate mergers and acquisitions, divestitures, private equity investments, public offerings, tax-free reorganizations, leveraged buyouts, the formation of joint ventures, and S corporation issues. His practice also concentrates on tax advisory work for partnerships, private equity funds, hedge funds, and limited liability companies in connection with ongoing operations, acquisitions, rest...
One of the nation’s leading tax controversy and planning attorneys, Richard Husseini brings to bear his 30 years of experience to successfully represent private and public companies and high-net-worth individuals in complex tax matters. He is described as “bright and thoughtful; a very good litigator” (Chambers USA 2022) and as “a national leader in tax disputes” whose “knowledge of the sector is very high” (Legal 500 US 2022). Richard is recognized b...
Peter A. Lowy, a shareholder in Chamberlain Hrdlicka’s Houston office, is best known for his tax controversy work and deep experience in the energy sector. He also advises corporations and other taxpayers in a broad spectrum of industries on tax compliance issues, tax planning, and risk management. He regularly works with the Internal Revenue Service and the Texas Comptroller’s office on a wide range of matters. Mr. Lowy also co-chairs Chamberlain Hrdlicka’s state and local ...
Kenton McDonald concentrates on solving federal tax planning problems that arise in business transactions, and on advising clients in matters involving their interaction with the Internal Revenue Service, including their tax return reporting positions, in audits and in appeals proceedings. EDUCATION Board Certified, Tax Law, Texas Board of Legal Specialization, since 1983 B.A. Southern Methodist University, 1974 — With Highest Honors J.D. Southern Methodist University, 1977 — Boar...
Mary McNulty represents corporations and partnerships in IRS audits, appeals, and tax litigation and provides tax planning for partnerships, limited liability companies, and S corporations. She specializes in Federal tax procedural issues, including statutes of limitations, interest, penalties, privilege, and TEFRA partnerships, and in partnership tax issues relating to private equity, oil and gas, wind energy, real estate, and exempt organizations.
M&A attorney with 49+ years of experience counseling clients in buying, selling, merging and dividing businesses, business taxation, and business planning. Practice includes structuring, negotiating, managing and documenting all types of mergers, acquisitions, dispositions, leveraged buyouts, management buyouts, family business planning, tax-free reorganizations, corporate divisions, acquisitions and dispositions involving ESOPs, private equity transactions, partnership and limited liabil...
Shawn O’Brien is nationally recognized by his peers and clients as a leading tax practitioner with a focus on tax disputes and controversies involving state, federal and international tax authorities. Drawing on his 25 years of experience, Shawn represents clients in tax examinations and administrative appeals and, when necessary, serves as a forceful advocate in litigation before the US Tax Court, US district courts, the US Court of Federal Claims, state courts and federal appellate co...
Robert E. Reetz, Jr. concentrates his law practice in the areas of Mergers and Acquisitions, Taxation, Corporate Restructuring, Business Organizations, Financing Transactions and Contracts. Bob is both a Certified Accountant and Board Certified in Tax Law by the Texas Board of Specialization, and is able to provide a distinctive perspective on maximizing the shareholder/owner value in a business transaction though the formation, merger, spin off, reorganization, merger or acquisition. Bob man...
Michael Ripp represents high net worth individuals and family offices in the design, implementation, and administration of domestic and international trust, investment, and life insurance structures. Michael is board certified in Estate Planning and Probate Law (Texas Board of Legal Specialization).
Honors graduate of University of Texas School of Law, Austin, Texas. Clerk to Judge Walter Ely, United States Court of Appeals for the Ninth Circuit Taught International Tax to SMU Law School international students in Masters Degree Program Former Chair and Council Member of State Bar of Texas International Law Section Currently Head of International Fiscal Association's Dallas Region Frequent author and lecturer, numerous accolades and honors as international tax and transactions practitioner.
Juan F. Vasquez, Jr. serves as the Co-Chair of the Firm's Tax Controversy Section and concentrates his practice on federal, state and local tax controversy matters, including in connection with examinations, administrative appeals and trial. Mr. Vasquez also represents clients in administrative and policy matters before the IRS, various states, and local taxing authorities. He also represents clients in tax planning, ERISA and executive/deferred compensation, estate planning, and trust relate...
Tania Albuja is an associate attorney in the Tax Controversy and Litigation group in Houston. She received her J.D. from the University of Houston Law Center and her LL.M in Taxation from the Georgetown University Law Center. Prior to joining the firm, Tania served as a judicial law clerk to the Honorable Juan F. Vasquez of the United States Tax Court in Washington, D.C. Tania assists with a wide range of federal tax controversy and litigation matters at all stages before the Internal Revenue...
Adam Arikat is a tax partner in the Dallas office of Kirkland & Ellis LLP. Adam advises public companies and private equity sponsors and their portfolio companies on their domestic and international acquisitions, investments, divestitures, joint ventures, financings and restructurings. Adam also has experience advising on the structuring and negotiating of complex real estate transactions, including the formation of REITs, and oil and gas transactions, including the formation of carry par...
Mr. Farzaneh concentrates his practice primarily on assisting businesses with domestic and international tax planning and corporate matters, including entity structuring and governance, choice of entity (including partnerships, limited liability companies, S corporations and C corporations), finance, tax optimization, reorganizations, mergers and acquisitions, joint ventures, private equity sales and executive compensation, employee benefit matters, as well as assisting numerous clients with ...
Entrusted by some of the world's wealthiest families, Kevin Keen discreetly advises clients on a broad array of tax, trust and estate planning matters spanning both the United States and abroad. His global practice includes working with ultra-high-net-worth individuals, and their private businesses, family offices and fiduciaries, to design and implement strategies geared toward tax optimization and fulfilment of various non-tax goals. Such strategies traverse traditional estate and wealth tr...
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