Income Tax Planning

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.


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