Barbara De Marigny

Partner

[email protected]

Houston

P: +1.713.229.1258
F: +1.713.229.7958
Barbara De Marigny

Barbara focuses her practice on tax structuring for transactions, with a particular emphasis on federal income tax issues arising in partnership, joint venture and alternative investment structures, including the use of partnership structures for strategic acquisitions by corporate groups, in IPOs, securities offerings and for tax equity financing.

Her practice has an energy industry concentration, including transactions involving Fortune 50 corporations, master limited partnerships (MLPs), private equity investors and portfolio companies in all aspects of the energy industry, upstream, midstream, and downstream, oil field services and petrochemicals. Barbara has a particular focus on the taxation of climate and clean energy initiatives, such as the section 45Q federal tax credit for carbon capture, use and sequestration ("CCUS"), tax incentives for hydrogen energy, alternative fuel vehicles and carbon pricing proposals. She is a frequent speaker and author on section 45Q topics, including the provision of comments and testimony to the IRS on the proposed regulations and regularly advises clients on credit-maximizing structures.

Additionally, she is board certified in tax law by the Texas Board of Legal Specialization. Barbara has been the Chair of the Partnership and LLC Tax Committee of the ABA Section of Taxation, is a recipient of the committee's Larry M. Katz Award for Distinguished Service for 2009 and was the founder and first Chair of the Section's LLC Task Force.

Prior to joining Baker Botts, Barbara was a partner at another international law firm and has also served as managing director in the M&A tax group of KPMG LLP.

Related Experience

Carbon Capture/Section 45Q

  • Tax advice regarding availability of Code Section 45Q tax credits to petrochemical plant utilization of ammonia production emission of carbon dioxide
  • Tax advice regarding availability of Code Section 45Q tax credit to ammonia producer
  • Tax advisor to tax equity investor in facility using captured carbon dioxide in enhanced oil recovery operations
  • Tax advice to pore space owner in lease negotiations for Code Section 45Q carbon oxide sequestration
  • Tax advice to oilfield services provider regarding availability of Code Section 45Q tax credit for certain activities
  • Tax advice to oil & gas producer as to secure geologic storage under Code Section 45Q for Class II non-EOR wells
  • Tax advice to oilfield services provider regarding potential joint venture with emitter to obtain Code Section 45Q tax credits
  • Tax advice to exploration and production company regarding section 45Q credit opportunities in connection with production

Partnership and Joint Ventures

  • Advise tax equity investors in renewables partnerships, including tax structuring of PTCs, ITCs and flip structures.
  • Tax advice on $100 m. LLC joint venture formation for oilfield services, saltwater transmission and disposal business.
  • Tax advice to MLP Special Committee on $1.5 b. distribution of MLP pipeline assets in reverse drop-down.
  • Tax advice to one of the largest private timberland owners in the United States on the formation of a processing joint venture.
  • Tax advice to a Fortune 50 telecommunications company on the formation of an international consumer finance joint venture.
  • Tax advice on MLP structures for PE portfolio companies.
  • Tax structuring for acquisitions and drop-downs by MLPs.
  • Advice on qualifying income determinations and negotiation of private letter rulings for MLPs.
  • Tax-free mergers and divisions of partnerships, LLCs and MLPs.
  • Advice on MLP Yieldco and Up-C structures.
  • Advise publicly traded foreign corporations in joint ventures with MLPs.
  • Advise foreign fund investors in domestic renewables partnerships.

Other Tax Experience

  • Tax advice regarding satisfaction of beginning of construction safe harbor to LNG facility
  • Tax advice to PE funds on portfolio company transactions (buy-side and sell-side, both asset and equity interests).
  • Tax structuring for PE funds acquiring oil field service and E&P companies.
  • Tax structuring for legal entity reduction (LER) projects of multinational and domestic corporations.
  • Provision of tax advice to an equity sponsor in the $3 billion stock sale of an offshore drilling company.
  • Provision of tax advice to a Fortune 50 parent in complex restructuring of $25 billion, 150-member corporate group into limited liability company joint venture.
  • Tax advice to an equity sponsor in the $100 million stock sale of an oil field services company.
  • Tax advice to a buyer in $60 million acquisition of limited liability company interests in refining company.
  • Tax advice to an equity sponsor in $80 million sale limited liability company interests in heavy industry.
  • Tax advice to an oil & gas group in $200 million FIRPTA restructure and IPO on London AIM.
  • Tax advice to a Fortune 50 corporation in $300 million Section 1031 build-to-suit exchange transaction.
  • Tax advice on the formation of an offshore oil field service company to defer U.S. tax.
  • Representation of a Fortune 50 company at IRS Appeals on tax consequences of partnership restructuring.
  • Provide tax opinions to New Markets Tax Credit (NMTC) investors.
  • Granted first IRS private letter ruling on tax-free nature of Texas Enterprise Fund grants.
  • Acted as expert witness on flow-through tax structures in federal whistleblower case.

Awards & Community

Named to “Texas Super Lawyer,” Tax, Super Lawyers, Thomson Reuters, 2003-2013

Selected for inclusion in The Best Lawyers in America (Woodward/White, Inc.), Tax, 2003-2013

Recipient of Larry M. Katz Award for Distinguished Service to the ABA Section of Taxation Partnership and LLC Committee, 2009

News

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Thought Leadership

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Events

Upcoming

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TEI Houston Chapter Tax School

Baker Botts is a sponsor of the 2021 TEI Houston Chapter Tax School taking place the week of October 4, 2021 at the Hyatt Regency Houston.

Recent

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Baker Botts Inaugural Event for Women in Tax

Please join the women in tax at Baker Botts LLP for the first of our networking events designed for women in-house tax professionals on March 4 at 10:30 a.m. CT.

TEI Houston Chapter Tax School

Baker Botts is a sponsor of the 2020 TEI Houston Chapter Tax School taking place February 24, 2020 - February 28, 2020 at the Hyatt Regency Houston.