The firm’s tax lawyers are experienced in virtually every aspect of the Internal Revenue Code and in other major U.S. tax laws and treaties affecting the conduct of business by U.S. companies nationally and internationally. Our tax lawyers work closely with our clients to develop investment plans, corporate structures and financing arrangements that permit them to achieve their business objectives in a tax efficient manner. We have deep experience in the areas of corporate tax, partnership tax, international tax and oil and gas tax.
Baker Botts tax lawyers possess a keen understanding of the U.S. corporate tax laws encountered during each phase of a corporate enterprise and have advised our clients on a wide array of sophisticated issues relating to corporate formations, internal restructurings, financings and liquidations. We also have a refined understanding of the corporate tax rules that routinely must be navigated by parent companies of U.S. groups, including the rules relating to U.S. consolidated returns.
We frequently advise our clients on complex corporate restructurings that occur in connection with M&A transactions, such as pre-disposition tailoring transactions and post-acquisition target integrations. We also have experience solving all manner of corporate tax issues encountered in connection with internal restructurings designed to put in place an optimal structure for future corporate ventures or simply “clean up” an inefficient legacy tax structure.
We provide innovative solutions that address thorny questions relating to the allocation of tax benefits (including various tax credits), liquidation mechanics, the proper role of capital accounts and recourse and nonrecourse debt allocations.
We routinely solve complex formation, allocation and distribution questions that arise under partnership and limited liability company (LLC) agreements and counsel clients on the prudence of using partnerships, LLCs and other flow-through structures to achieve their business objectives. We also have deep experience with the use of flow-through vehicles for the acquisition, development and operation of oil and gas assets from the perspectives of the operator, working interest investor and royalty owner.
Our international tax lawyers seek to minimize the worldwide taxation of a client’s earnings from an investment, restructuring of the investment and eventual disposition of the investment. This often requires familiarity with the tax laws of foreign countries and bilateral and multilateral tax treaties, as well as the U.S. tax laws. For outbound investments, this requires detailed knowledge of the U.S. federal income tax rules applicable to the foreign activities of U.S. taxpayers, such as the foreign tax credit, anti-deferral and inbound/outbound transfer rules. We also advise international corporations on U.S. trade or business (USTB) status and permanent establishment (PE) risks.
Oil and Gas:
Our team works with clients to find innovative solutions for some of the most complex tax challenges in the oil and gas industry. We have experience simplifying internal structures and managing internal mineral interest transfers to avoid negative federal and state tax implications, to maximize intangible drilling cost or depletion expense, or to position our clients’ oil and gas asset portfolio for exit strategies including sales to strategic or financial buyers and public offerings of corporate, MLP or royalty trust interests, maximizing optionality for our clients’ future.
Large Midstream Company - 45Q Tax Credits for Utilization of CO2 and Associated Lifecycle Analysis (LCA)
Ethanol Producer - 45Q Regulation Compliance with Respect to Contractually Securing Utilization
Upstream Company - Availability of 45Q Tax Credits in Connection with EOR and Establishment of Joint Venture to Consider Permanent Sequestration
Energy Company - 45Q Tax Credit Advice
Tax Equity Investor - Carbon Capture Project
Individual Mineral Owners - CO2 Sequestration Advice
Oil & Gas Major - CCUS Land Acquisition Advice
One of the Largest Refiners in the United States
Heartland Natural Resources - 45Q Tax Credits
Fertilizer Manufacturer - 45Q Tax Credits
Oil and Gas Exploration and Production Company - CCUS Related Advice
Petrochemical Manufacturer - 45Q Tax Credit Advice
LNG Project - 45Q Tax Credits
Onsite CO2 - Carbon Capture Project
Kraton Performance Polymers, Inc. - $1.37 Billion Acquisition of Arizona Chemical Holdings Corporation
Schlumberger Limited - $14.8 Billion Acquisition
The Conflicts Committee of Antero Midstream Partners LP - Acquisition of Integrated Water Business
Noble Corporation - Spin-off of Paragon Offshore
Liberty Media Corporation - Spin-off of Liberty Broadband Corporation
Transocean Partners LLC - Initial Public Offering
Underwriters - Initial Public Offering of Höegh LNG Partners LP
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
Underwriters - Initial Public Offering of Continental Building Products, Inc.
ZS Pharma, Inc. - Initial Public Offering
Chesapeake Energy Corporation - Spin-off of Seventy Seven Energy Inc.
Halliburton Company - Joint Venture with Trinidad Drilling
Advice on Project Development.
Crosstex energy, Inc. and Crosstex Energy, L.P. - Merger to Create EnLink Midstream Partners
Sallie Mae - Spin-Off of Navient Solutions, Inc.
Oilfield Services Company - 45Q Tax Credit Advice
Carbon capture facility
Foreign investment bank acquisition
Inflation Reduction Act Guidance: IRS and Treasury Release Guidance on the Domestic Content Bonus CreditClient Updates
Inflation Reduction Act Guidance: IRS and Treasury Release Guidance on the Energy Community Bonus CreditClient Updates
IRS Establishes Environmental Justice Credit Allocation and Advanced Energy Project Credit ProgramsClient Updates
Clean Energy Tax Update
Hydrogen and Fuel Cell SeminarSpeeches & Presentations
Inflation Reduction Act Guidance: IRS and Treasury Release Initial Guidance on Prevailing Wage and Apprenticeship RequirementsClient Updates
Baker Botts Files Comments in Response to IRS Notices 2022-50 and -51 Regarding Guidance Needed For Inflation Reduction Act implementationClient Updates
New 1% Excise Tax on Stock Buybacks By Publicly-Traded CorporationsClient Updates
Carbon Capture Projects Incentivized by Tax Credit Guidance: Section 45QClient Updates
Superfund Excise Taxes on Chemicals RevivedClient Updates
2021 Renewable Energy Tax DevelopmentsClient Updates
Midstream Use of Waste Heat to Generate Power Gets An Investment Tax CreditClient Updates
Unique Tax Questions Posed by Cryptocurrencies and NFTsClient Updates
Baker Botts Tax Controversy Update: Treasury "Greenbook" for Fiscal Year 2023 Revenue ProposalsClient Updates
Real Estate Industry Tax Increase Proposals Detailed in Treasury GreenbookClient Updates
Private Equity Industry Tax Increase Proposals Detailed in Treasury GreenbookClient Updates
Fossil Fuels Tax Increase Proposals Detailed in Treasury GreenbookClient Updates
Corporate Perspective of Tax Proposals Detailed in Treasury GreenbookClient Updates
International Tax Proposals Detailed in Treasury's FY 2023 GreenbookClient Updates
Texas Tax Talk: The Comptroller’s Full Court Press in the Texas Supreme CourtClient Updates
State and Local Tax Update
Rescinded Proposals for Major California Tax IncreasesClient Updates
Proposed Major California Tax IncreasesClient Updates
State and Local Tax Update
Texas Tax Talk Exemption Win Signals Taxpayer OpportunityClient Updates
Build Back Better Act - Corporate Tax PerspectiveClient Updates
House Ways and Means Committee Releases Tax Proposals on Green EnergyClient Updates
U.S. Tax Court Clarifies the Tax Implications of Generic Drug LitigationClient Updates
Texas Tax Talk: Planning For Property Tax Break's SunsetClient Updates
Notice 2021-41: IRS Extends Continuity Safe Harbor for Renewable Energy ProjectsClient Updates
International Tax Proposals Detailed in Treasury's GreenbookClient Updates
Tax Controversy Update: Treasury “Greenbook” for Fiscal Year 2022 Revenue ProposalsClient Updates
Treasury's "Greenbook" - Corporate Tax PerspectiveClient Updates
Fossil Fuels Tax Increase Proposals Detailed in Treasury’s “Greenbook”Client Updates
Clean Energy Tax Credit Proposals Detailed in Treasury’s “Greenbook”Client Updates
U.S. Treasury Publishes Plan to Close the "Tax Gap" and Raise $700 BillionClient Updates
The American Families Plan - Private Equity Tax PerspectiveClient Updates
Private Equity Update
Tax Controversy Highlights from President Biden's American Families PlanClient Updates
The American Families Plan - Partnership Tax PerspectiveClient Updates
The American Families Plan - Real Estate Industry Tax PerspectiveClient Updates
Texas Tax Talk: Sales Tax Sourcing and Court Access IssuesClient Updates
Lifelines for Renewable Tax Credits and Indications of More to FollowClient Updates
Carbon Capture Projects Incentivized By Tax Credit Guidance: Section 45QClient Updates
Treasury Report on the Made in America Tax Plan - International Tax ProposalsClient Updates
Treasury Report on the Made in America Tax Plan - Corporate Tax PerspectiveClient Updates
Tax Highlights from Biden's American Jobs PlanClient Updates
The Made in America Tax Plan - Fossil Fuels Tax PerspectiveClient Updates
International Tax Proposals in the "Made in America Tax Plan"Client Updates
Tax Controversy Highlights from President Biden's Infrastructure PlanClient Updates
Following Passage of "Rescue" Legislation, Focus Shifts to Energy Tax ProvisionsClient Updates
Stimulus Package Provides Additional Relief to Businesses Including New Paycheck Protection Program (PPP); SBA Alters Original PPP Rules and Adds Rules For New PPPClient Updates
Settlement Opportunities for Syndicated Conservation EasementsClient Updates
DOJ Tax Announces Guilty Pleas in Abusive Syndicated Conservation Easement CasesClient Updates
Major Tax, Appropriations, and Policies for Hydrogen and Fuel Cell Industry Passed by CongressClient Updates
Proposed Stimulus Bill Would Extend Renewable and Clean Energy Tax CreditsClient Updates
New Energy Infrastructure Projects: Challenges and Opportunities in 2021 under a Biden Administration and Other Recent DevelopmentsClient Updates
Final Regulations Issued Defining "Real Property" for Section 1031 Exchange PurposesClient Updates
Baker Botts Quarterly Tax Controversy UpdateClient Updates
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 TaxClient Updates
Coronavirus Tax ResponseClient Updates
Webinar: Utilizing the Employee Retention Credit under the CARES Act in Situations of UncertaintyWebinar
IRS Issues Final and Proposed Regulations on Hybrid ArrangementsClient Updates
CARES Act: Opportunity to Monetize NOLs From Business Acquisitions Completed in 2018, 2019, or 2020Client Updates
IRS Clarifies the Interaction of Payroll Tax Deferral Relief with Loan Forgiveness Under the Payroll Protection ProgramClient Updates
CARES Act Key Tax Relief ProvisionsClient Updates
Tax Issues Related to COVID-19Client Updates
Opportunity Zones WebinarWebinar
IRS Issues Proposed Regulations Regarding Withholding Requirements Upon Dispositions of Partnership InterestsClient Updates
IRS Releases Second Set of Proposed Regulations Clarifying Rules for Investments in "Qualified Opportunity Funds" Under 2017 Tax Reform ActClient Updates
TEI Houston Tax School
Baker Botts Event for Women in Tax, Featuring Myrtle Jones, SVP-Tax, Halliburton
Baker Botts Event for Women in Tax, Featuring Heather Crowder, Phillips 66, VP and General Tax Officer
Please join the women in tax at Baker Botts for the final virtual networking event of 2021 designed for women in-house tax professionals on Monday, December 13 from 11:00 a.m. - 12:30 p.m. CT.
2021 Texas Taxpayers and Research Association Annual Meeting
Baker Botts is a sponsor of the 2021 Texas Taxpayers and Research Association Annual Meeting taking place November 18 and 19, 2021 from 10:00 a.m. - 1:00 p.m. CT at the JW Marriott Austin.
Baker Botts Event for Women in Tax, Featuring Carla Howard, Vistra Energy, SVP-Tax
Please join the women in tax at Baker Botts for the the second of our networking events designed for women in-house tax professionals on Thursday, August 26 from 12:00 p.m. - 1:30 p.m. CT.
37th Annual Texas Federal Tax Institute Virtual Conference
Baker Botts Special Counsel Leah Davis Patrick will be speaking at the 37th Annual Texas Federal Tax Institute Virtual Conference on June 1, at 1:15 p.m. CT on the TCJA Enforcement Today.
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.
2021 Eagle Lodge West Meeting
Tax Executive Institute's Monthly Meeting
Baker Botts Partner Ron Scharnberg and Justin Berutich of Euclid Transactional will be presenting at TEI’s Monthly Meeting Thursday, January 28 from 12:00 PM to 1:00 PM CT on Tax Insurance 101.
Impacts of Recent U.S. Tax Reform Guidance on International M&A and Post-Transaction Restructurings
On November 10, 1:00 p.m.-2:00 p.m. CT, please join Baker Botts Partners Jon Lobb and Ron Scharnberg for a webinar discussing and analyzing how recent tax reform regulations and other guidance impacts international M&A and post-transaction restructurings.