Stephen D. Marcus

Department Chair - Tax (Dallas) Partner


P: +1.214.953.6533 F: +1.214.661.4533
Steve Marcus Photo

Stephen Marcus has practiced law with Baker Botts since 1986 and has concentrated on federal tax planning and structuring with focus on private equity, MLPs and other pass-through vehicles and spinoffs.

Mr. Marcus has extensive experience in providing tax-related structuring advice and counseling to issuers, investors and investment banking firms with respect to:

  • Formation and operation of private equity funds focusing on real estate investments (including office, medical, multifamily and industrial project investments) and the energy industry (including midstream and exploration and production activities), as well as broad-based LBO funds, including:
    • issues related to the creation of private equity funds and the structuring of various types of carried interest and fee arrangements for the general partners and managers of private equity fun
    • issues relating to the taxation of particular types of investors in private equity funds, including issues with respect to (i) foreign sovereigns and other foreign investors under the effectively connected income (ECI) rules, IRC Section 892 rules, tax withholding rules, FIRPTA rules and applicable tax treaty provisions, and (ii) tax-exempt investors under the unrelated business taxable income (UBTI) rules
    • issues relating to the choice of the most tax-efficient types of portfolio investment vehicles, including the use of private REIT
    • issues related to exit strategies involving the investments of private equity funds;
    • issues related to recapitalizations and buy-outs of interests in private equity funds
  • Formation, structuring and taxation of, and tax law requirements applicable to, publicly traded partnerships (MLPs), including the structuring of the movement of assets and entities needed to implement the formation and IPO of the MLP, tax efficient monetization strategies in connection with IPOs of MLPs; issues related to merger and acquisition transactions involving MLPs, and qualifying income and activity issues of MLPs.
  • Formation, refinancing, restructuring, roll-up and liquidation of limited partnerships and other pass-through entities involved in the oil and gas industry.
  • Issues that arise in connection with tax-free spin-offs, including:
    • spin-off related restructuring transactions to aggregate the relevant assets and businesses into the entity that will be spun off;
    • issues relating to pre and post-spinoff transactions that are permissible under the tax-free spin-off rules;
    • optimizing and allocating tax liabilities and tax attributes among the relevant parties to a spin-off;
    • counseling clients on the nature, volume and scope of post-spin-off continuing relationships that are permissible under the tax-free spin-off rules and on the complex reporting and compliance issues that arise in connection with spin-offs;
    • preparing tax sharing and tax matters agreements, and reviewing and advising on the tax related aspects of separation agreements, transitory services agreements, other intercompany agreements, and other spin-off related documentation; and
    • preparing the tax disclosures in public filings.
  • Formation, structuring and taxation of, and tax law requirements applicable to, REITs, including qualifying income and asset issues, issues arising in connection with merger and acquisition transactions involving REITs, and issues applicable to foreign investors in REITs.
  • Mergers, acquisitions, recapitalizations and restructurings involving publicly traded and privately held corporations and partnerships and other pass-through entities.
  • Oil and gas lease and sublease transactions, sharing/carry arrangements, production payment transactions, tax partnerships, and IRC 1031 exchange transactions.

Related Experience

  • Representing Kimberly-Clark Corp in $1.7 billion spinoff of its health care division
  • Represented SLM Corporation in $7 billion spinoff of Navient Corporation
  • Represented EnLink Midstream, LLC and EnLink Midstream Partners, LP in $4.8 billion combination of substantially all of Devon Energy’s U.S. midstream assets with the assets of EnLink
  • Represented Regency Energy Partners LP in its $5.6 billion acquisition of PVR Partners, L.P.
  • Represented underwriters in Plains GP Holdings’ $2.8 billion IPO (the largest U.S. IPO in 2013
  • Represented underwriters in Athlon Energy’s in $360 million IPO utilizing Up-C structure
  • Represented Jones Energy, Inc. in $200 million IPO of Jones Energy, Inc.; transaction represented the first UP-C structure in the oil and gas exploration and production space
  • Represented international real estate management and investment firm in joint venture with foreign sovereigns in $910 million acquisition of San Francisco, CA office building utilizing private REIT structure
  • Represented international real estate management and investment firm in joint venture with foreign sovereign and pension plan investors in $1.9 billion acquisition of Los Angeles, CA office buildings in utilizing private REIT structure

Awards & Community

Listed in The Best Lawyers in America (Woodward/White Inc.), 2007-2018

Named a Texas Super Lawyer (Thomson Reuters), 2007-2013 & 2018

Recognized in Chambers USA, 2009-2018


Publications, Speeches & Presentations