Concentration

Federal income taxation, particularly in the energy and real estate sectors

Summary

Greg Nelson is the firmwide chair of the tax department and is a senior partner in the Houston office of Baker Botts. He concentrates on federal income taxation, with particular emphasis on the tax issues that relate to corporations and partnerships in the energy and real estate sectors. Mr. Nelson regularly counsels clients regarding the tax-efficient structuring of corporate mergers, acquisitions and dispositions, including taxable sales and tax-free reorganizations. He also works on tax issues related to private equity transactions and publicly traded partnerships.

Representative Engagements

• Halliburton Company – initial public offering of KBR, Inc., followed by a tax-free exchange offer by Halliburton of shares of KBR common stock for outstanding shares of Halliburton common stock, including obtaining an IRS ruling that the exchange offer was tax-free to Halliburton Company and the exchanging Halliburton shareholders
• Master limited partnership engagements, including Linn Energy LLC, Encore Energy Partners LP, K-Sea Transportation Partners, L.P., and various underwriters. Representation includes advice related to the evaluation of qualifying income issues, and the use of tax-efficient techniques for the capitalization of the issuer
• Represented TEPPCO Partners, L.P. in its merger with Enterprise Products Partners, L.P.
• Reliance Industries, Inc. -- negotiated the tax aspects of Reliance's investment in Pioneer Natural Resources' Eagle Ford shale properties
• Represented private equity firm in numerous upstream oil and gas investments
• Reliant Energy, Incorporated (now CenterPoint Energy, Inc.) – spin-off of Reliant Resources, Inc., including obtaining an IRS ruling that the spin-off was tax-free to CenterPoint Energy, Inc. and its shareholders
• Hines Interests Limited Partnership – complex partnership arrangements, such as structuring the construction and financing of major office buildings and retail centers, and structuring and financing several acquisition and development funds in which pension funds were the principal investors
• CenterPoint Energy (formerly Houston Industries) – case before the Court of Federal Claims and the Court of Appeals for the Federal Circuit in which the courts ruled that fuel cost overrecoveries did not constitute income (Houston Industries Incorporated v. United States, 125 F.3d 1442 (Fed. Cir. 1997), aff'g, 32 Fed. Cl. 202, 94-2 USTC 50526 (1994))
• Winn-Dixie family – successful defense of the taxpayer in a case that first recognized the "unrealized capital gains discount" when valuing stock in a C corporation before the U.S. Tax Court (Estate of Davis v. Commissioner, 110 T.C. 530 (1998))