Biography

Nathan Smithson's practice primarily focuses on federal income tax planning for corporations, partnerships and limited liability companies with respect to both their domestic and international operations. Such planning includes formations (including the use of IC DISCs), acquisitions, roll-ups, divisions and both taxable and tax-free reorganizations. Mr. Smithson also has a significant amount of experience in executive compensation, with a specific focus on drafting and negotiating partnership equity and phantom equity compensation plans, including the use of "profits interest" arrangements.

Beyond that, Mr. Smithson has devoted a material portion of his practice to advising clients on the federal income and excise tax-saving opportunities available to developers in the field of renewable energy.

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Representative Matters

• Negotiating the federal tax-sensitive elements of oil and gas transactions, including the formation of joint operating agreements (JOAs) and entities that are federally taxed as partnerships, maximizing the deductions attributable to intangible drilling costs (IDCs), and ensuring the proper operation of master limited partnerships (MLPs).


• Structuring transactions to most effectively use the credits and grants available with respect to renewable energy transactions, including with respect to the creation of wind farms, management of solar panel-based communities, and the manufacture and sale of biodiesel and similar fuels.


• Extensive offshore tax planning, including using interest charge domestic international sales corporations (IC DISCs) to mitigate the impact of taxes on sales to foreign countries, moving businesses and business opportunities to offshore jurisdictions, repatriating businesses that no longer serve as effective offshore vehicles, managing withholding tax rates for foreign investors, and ensuring the effective use of treaty jurisdictions.


• Drafting and negotiating complex private equity transaction and hedge fund agreements and providing advice on efficient tax structuring. Such work includes creating multi-tiered entity structures as well as parallel or alternative investment vehicles and handling investment by domestic entities, direct foreign owners, and indirect foreign owners that wish to invest through blocker entities.


• Providing support for tax-deferred transactions, including like-kind exchanges.


• Structuring the combination of two multi-billion dollar partnerships to ensure that the transaction would not be treated as a disguised sale for federal income tax purposes.


• Assisting publicly traded companies in creating "poison pill" plans in order to protect their tax attributes, such as their retained net operating losses, from the dilutive effect of unplanned stock acquisitions.

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Organization Membership

Mr. Smithson is a member of the American Bar Association (Taxation Section), the Texas Bar Association (Taxation Section), and the Dallas Bar Association (Taxation Section).

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Speeches / Publications

Mr. Smithson has published the following:

Links to Publications

• The Greening of the Federal Tax Code
• 409A Compliance Deadline Extended to End of 2008
• Federal Tax Considerations in the Transfer of Intellectual Property
• Tax Relief and Incentives Available Following Hurricanes Katrina and Rita
• 45 Day Extension of the I-9 Documentation Requirement for Employers Hiring Victims of Hurricane Katrina

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Latest News

• Jackson Walker Advises J.B. Poindexter on $200 Million Senior Note Offering
• Jackson Walker Elects 11 New Partners

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