Partnership Tax

Baker Botts tax lawyers provide innovative solutions that address thorny questions relating to the allocation of taxable income and tax benefits, distribution mechanics, the proper role of capital accounts and recourse and nonrecourse debt allocations, the application of disguised sale rules, the structuring of mixing bowl transactions and the structuring and issuance of compensatory profits interests in partnerships to management and employees.

We routinely answer 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 assist with their business objectives. 

Our lawyers have extensive experience in the 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. 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.