Baker Botts’ Corporate Tax lawyers are experienced in all facets of the U.S. federal income tax considerations facing both foreign and domestic corporations. We pride ourselves on providing our clients with customized, practical tax advice in connection with Income Tax Planning matters and all manner of M&A and capital markets transactions (including investments in projects, joint ventures, mergers, acquisitions, corporate reorganizations and spin-offs, restructurings and corporate debt and equity financings). Our lawyers work seamlessly with clients and our Transactional lawyers to structure proposed transactions to meet clients’ needs with efficient tax results.
We have particular depth in the energy and technology sectors, but our Tax lawyers advise clients in nearly every sector, including the following:
- Global energy, including upstream oil and gas, pipelines, liquefied natural gas, power and petrochemical projects
- Oilfield services
- Technology
- Real estate, including M&A transactions involving REITs and their affiliates
- Mining
- Manufacturing
- Marketing
- Telecommunications
Our team routinely deals with novel issues and applies both substantive knowledge and creativity to solve our clients’ tax issues. Baker Botts Tax lawyers have been pioneers in developing and/or implementing structures to allow companies to accomplish their business objectives in a tax efficient manner. For example, we have structured and implemented several of the public Up-C transactions that have been consummated in the past few years. We also regularly do work examining the tax consequences of, and implementing in a tax efficient manner, structures demanded by other governmental regulatory requirements.
Baker Botts Corporate tax lawyers advise with all aspects of subchapter C, including tax issues related to M&A, corporate reorganizations and spin-offs, financial instruments and capital markets transactions, consolidated returns, renewable energy, and other issues particular to the energy and power sector and the oil and gas industry. Our lawyers also handle large, complex tax controversy and litigation matters for multi-national corporations before the IRS, state tax bodies and state and federal trial and appellate courts.
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Liberty Latin America - $350 Million Convertible Senior Notes Offering
Transocean Ltd. - Acquisition of Ocean Rig
Broken Hill Proprietary (USA) Inc. - Oil and Gas Assets Sale
8point3 Energy Partners LP - $420 Million Initial Public Offering of Class A Common Shares Representing Limited Partner Interests
Jones Energy, Inc. - Land Acquisition in Oklahoma
Depomed, Inc. - Acquisition of the rights to NUCYNTA franchise from Janssen Pharmaceuticals
Shell Midstream Partners, L.P. - Public Offering of Common Units
Tallgrass Development, LP - Negotiation and Documentation of Acquisition of Membership Interests
Jones Energy, Inc. - $50 million purchase agreement with Magnetar Capital and GSO Capital Partners for a registered direct offering of Class A common stock
Transocean Ltd. - Acquisition of Transocean Partners, LLC
Starz Inc. - $4.4 Billion Acquisition by Lionsgate
EQT Corporation - Acquisition of Marcellus Core Acreage
Jones Energy - $132 Million Public Offering of Class A Common Stock and 8% Series A Perpetual Convertible Preferred Stock
SunPower Corporation - Dropdown of 90 MW of Solar Projects to 8point3 Energy Partners
Tallgrass Energy Partners, LP - $400 Million Public Offering of Senior Notes
Representing Client in its Sale of SCOOP Assets in Oklahoma
EQT Midstream Partners, LP and Mountain Valley Pipeline, LLC - $400 Million Sale of Ownership Interest in Mountain Valley Pipeline, LLC to Con Edison Gas Midstream, LLC
SunPower Corporation - Sale of a 20.23 MWac photovoltaic solar generating project to 8point3 Energy Partners
Wells Fargo - $203 Million Public Offering of Common Units by NextEra Energy Partners
Evercore as Adviser to RSP Permiam Inc. - Acquisition of Acerage
Mountain Valley Pipeline, LLC - Sale of Interests
Kraton Performance Polymers, Inc. - $1.37 Billion Acquisition of Arizona Chemical Holdings Corporation
Valero Energy Partners, LP - $196 Million Public Offering of Common Units
Depomed, Inc. - Acquisition of Rights to Cebranopadol
Sale of Silver Ridge Power
Schlumberger Limited - $14.8 Billion Acquisition
Citigroup - $1 Billion Public Offering of Senior Notes by Plains All American Pipeline, LP
The Conflicts Committee of Antero Midstream Partners LP - Acquisition of Integrated Water Business
EQT GP Holdings, LP - $714 Million Initial Public Offering
Citigroup - $49.6 Million Public Offering of Common Units of Azure Midstream Partners, LP
AES Corporation - Joint Venture with Siemens AG
Liberty Interactive Corporation - Sale of Interest in Backcountry.com, LLC
Delek US Holdings, Inc. - Drop Down of Oil and Gas Assets
Consolidated Edison Solutions, Inc. - Sale of Retail Gas and Electric Commodity Business
Shell Midstream Partners, L.P. - Initial Public Offering
Credit Suisse - $1.45 Billion Offering of Senior Notes by Energy XXI Gulf Coast, Inc.
EQT Corporation - Sale of Northern West Virginia Marcellus Gathering System
Valero Energy Corporation - Sale of Membership Interests
Utility One Source L.P. - Acquisition of Equity interests of UCO Equipment, LLC
Toopher Inc. - Acquisition by Salesforce.com, Inc.
Brierly + Partners, Inc - Acquisition by Nomura Research Institute, Ltd.
RBS Capital Markets - $93 Million Public Offering of Common Units by Rose Rock Midstream, LP
Jones Energy, Inc. - $90 Million Public Offering of Class A Common Stock
EnLink Midstream, LLC - Sale of EnLink Midstream Holdings, LP to EnLink Midstream Partners, LP
Conflicts Committee of Williams Partners L.P. - Proposed Acquisition by The Williams Companies Inc.
EnLink Midstream Partners, LP and EnLink Midstream, LLC - Acquisition of LPC Crude Oil Marketing LLC
EnLink Midstream Partners, LP and EnLink Midstream, LLC - Acquisition of Coronado Midstream Holdings LLC
Forum Energy Technologies, Inc. - Acquisition of J-Mac Tool, Inc.
Tallgrass Energy GP, LP - $1.2 Billion Initial Public Offering
Matador Resources Company - Acquisition of Harvey E. Yates Company
Commerce Technologies, Inc. - Acquisition of Mercent Corporation
Prepare and Negotiate New $4 Billion Credit Facility for Chesapeake.
LINN Energy, LLC and LinnCo, LLC - Tax Advice for Pioneer Acquisition
Noble Corporation - Spin-off of Paragon Offshore
Oceaneering International, Inc. - Acquisition of C&C Technologies, Inc.
Underwriters - $300 Million Rule 144A Offering Senior Notes by Global Partners LP
Ennis Inc. - Sale of Equity Interest
Conflicts Committee of Williams Partners, L.P. - Merger with Access Midstream Partners
Linn Energy, LLC - $2.3 Billion Acquisition of Assets from Devon Energy
Tallgrass Development, LP - Sale of Interests
Liberty Media Corporation - Spin-off of Liberty Broadband Corporation
Transocean Partners LLC - Initial Public Offering
Underwriters - Initial Public Offering of Höegh LNG Partners LP
Conflicts Committee of Kinder Morgan Energy Partners (KMP) and Special Committee of Kinder Morgan Management (KMR) - Acquisition by Kinder Morgan Inc.
Enable Midstream Partners, LP - Initial Public Offering
Halliburton Company - Proposed $34.6 Billion Acquisition of Baker Hughes Incorporated
Midstream Energy Partnership - $5.6 Billion Merger
Represented Carrizo Oil & Gas, Inc. - Acquisition of Eagle Ford Shale
Underwriters - Initial Public Offering of Continental Building Products, Inc.
Underwriters - Initial Public Offering of Cypress Energy Partners, L.P.
Chesapeake Energy Corporation - Sale of Assets to Access Midstream Partners, L.P. and Exterran Partners, L.P.
ZS Pharma, Inc. - Initial Public Offering
Jones Energy, Inc. - $275 Million Private Placement of Senior Unsecured Notes
Chesapeake Energy Corporation - Spin-off of Seventy Seven Energy Inc.
SunTrust - $350 Million Public Offering of Senior Notes by TC PipeLines, LP
Monitronics International, Inc. - Acquisition Membership Interests of LiveWatch Security, LLC
Valero Energy Partners LP - Initial Public Offering
EQT Corporation - Asset Exchange with Range Resources
Crosstex energy, Inc. and Crosstex Energy, L.P. - Merger to Create EnLink Midstream Partners
Delek Logistics Partners, LP - Initial Public Offering
Hunt Oil Company - Sale of its Interest in Hunt's Eagle Ford Shale
Sallie Mae - Spin-Off of Navient Solutions, Inc.
LINN Energy, LLC - $217 Million Public Offering of Common Units
Encore Energy Partners L.P. - Initial Public Offering
Energy Company - Sale of Wind Energy Portfolio
Carrizo Oil & Gas, Inc. - $239.1 Million Public Offering of Common Stock
EQT Corporation - Sale of Marcellus Gas Gathering System
Tudor, Pickering, Holt & Co. - $539 Million Sale of LRR Energy, LP and LRE GP, LLC to Vanguard Natural Resources, LLC
News
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Thought Leadership
Proposed Regulations Regarding Section 48E Clean Electricity Low-Income Communities Bonus Credit Program
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IRS Opens Pre-Filing Registration Tool for Elective Payment or Transfer of Inflation Reduction Act and CHIPS Act Energy Tax Credits
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Section 45V Clean Hydrogen Production Tax Credit - IRS Releases Proposed Regulations
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Texas Legislature (Finally) Delivers Long-Promised Property Tax Relief
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Additional Guidance Released Regarding The Low-Income Community Bonus Energy Tax Credit Under Section 48(e) And The Advanced Energy Project Credit Under Section 48C
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Nasdaq and the New York Stock Exchange Propose New Listing Standards for the Clawback of Executive Compensation
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Texas Tax Talk: Previewing 2023 Legislative Priorities
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New 1% Excise Tax on Stock Buybacks By Publicly-Traded Corporations
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Texas Tax Talk: Ruling May Erode Pro-Taxpayer Presumption
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High Yield Debt 2022
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Private Equity Industry Tax Increase Proposals Detailed in Treasury Greenbook
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Corporate Perspective of Tax Proposals Detailed in Treasury Greenbook
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Fossil Fuels Tax Increase Proposals Detailed in Treasury Greenbook
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International Tax Proposals Detailed in Treasury's FY 2023 Greenbook
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Baker Botts Tax Controversy Update: Treasury "Greenbook" for Fiscal Year 2023 Revenue Proposals
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Time is Running Out: The Sunset of Texas' Chapter 313
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Texas Tax Talk: The Comptroller’s Full Court Press in the Texas Supreme Court
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Rescinded Proposals for Major California Tax Increases
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Proposed Major California Tax Increases
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Build Back Better Act - Corporate Tax Perspective
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Tax Controversy Update: Treasury “Greenbook” for Fiscal Year 2022 Revenue Proposals
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Treasury's "Greenbook" - Corporate Tax Perspective
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Clean Energy Tax Credit Proposals Detailed in Treasury’s “Greenbook”
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U.S. Treasury Publishes Plan to Close the "Tax Gap" and Raise $700 Billion
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The American Families Plan - Private Equity Tax Perspective
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Tax Controversy Highlights from President Biden's American Families Plan
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The American Families Plan - Partnership Tax Perspective
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Treasury Report on the Made in America Tax Plan - Corporate Tax Perspective
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Tax Highlights from Biden's American Jobs Plan
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The Made in America Tax Plan - Partnership Tax Perspective
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The Made in America Tax Plan - Corporate Tax Perspective
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Civil FBAR Penalties: The Possible (Over)Breadth of Willfulness
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Maryland Legislature Considers Updates to Controversial State Tax on Digital Advertising Receipts
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Following Passage of "Rescue" Legislation, Focus Shifts to Energy Tax Provisions
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Maryland Enacts Nation's First Digital Advertising Tax with Strict Penalties for Noncompliance, Subject to Immediate Challenges
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Stimulus Package Provides Additional Relief to Businesses Including New Paycheck Protection Program (PPP); SBA Alters Original PPP Rules and Adds Rules For New PPP
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Final Regulations Issued Defining "Real Property" for Section 1031 Exchange Purposes
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IRS Notice 2020-65 Employment Tax Relief in Response to the Ongoing Coronavirus Pandemic: IRS Releases (Sparse) Guidance on Deferral of Employee's Social Security Tax
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Debt Restructuring in Troubled Times - Watch for Tax Traps
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CARES Act: Opportunity to Monetize NOLs From Business Acquisitions Completed in 2018, 2019, or 2020
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New Proposed Regulations Provide Welcome Transition Relief From Application of Onerous Proposed Section 382 Net Operating Loss Limitation Rules to Certain M&A Transactions
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