Served as Tax counsel to a Houston-based company in connection with the creation of a pooled investment fund to acquire interests in hospitality, multi-family, office and retail properties across North America. The proposed $100 MM fund is directed to foreign nationals seeking to invest in U.S. and Canadian real estate opportunities, which creates significant U.S. federal tax structuring and off shore tax structuring challenges. Our engagement included structure of the fund from U.S. federal income and state tax perspectives. 

Represented an energy management and technologies company in adoption and implementation of a “profits interest” equity incentive arrangement for key employees, including preliminary tax free Section 368(a)(1)(F) reorganization to facilitate plan adoption.

Provided tax advice to a Dallas-based family office in restructuring and capitalization its limited partnership formed to acquire royalty and mineral interests. The engagement involved advising existing members regarding the tax aspects of their continued ownership and additional capital contributions and the tax effects to exiting members of the repurchase of  their limited partnership interests.

Represented a technology and network consulting company serving multi-national customers on adoption and implementation of a “phantom stock” equity incentive arrangement for key employees.

Represented the selling shareholders of a wine distribution business classified as a ‘C’ corporation for federal income tax purposes. The buyer wanted to purchase assets, and the sellers wanted to sell stock and recognize capital gain without incurring corporate level tax. The transaction was structured as an asset sale coupled with a sale of shareholder personal goodwill in order to achieve buyer and seller tax objectives. 

Represented real estate development and investment company in reorganizing their Texas asset portfolio through tax deferred like-kind exchanges of their properties into replacement properties through forward and reverse exchanges, joint ventures and entity restructuring. 

Assist U.S. private equity firm in making tax efficient real estate investments in Canada through use of Canadian entities taxed as corporations in the U.S. and partnerships in Canada (reverse hybrid entities).