Biography

Brian Dethrow focuses his practice on tax and business planning for complex corporate, family, and inter-generational transactions.

Mr. Dethrow has broad experience with innovative tax and corporate planning. Clients include widely held businesses, including spin-offs and dispositions, Baby Bell subsidiary dispositions, M&A tax structurings, Fortune 500 sales of manufacturing and distribution subsidiaries, and family controlled business restructuring to avoid huge unpaid tax liabilities and maintain family control ($1 billion). His bankruptcy and insolvency tax planning includes public company net operating loss preservation, non-bankruptcy workouts (as high as $1 billion), and unwind of off-balance sheet financing ($700 million). He has worked extensively with large business owners on business succession, asset protection, and gift and estate tax reduction strategies, which included family limited partnership to hold large family business, charitable remainder trusts, charitable lead trusts, installment sales to trusts, and family foundations.

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Representative Matters

• General business and tax representation of "tech" companies, including numerous rounds of debt and equity financing, workouts, equity kickers, equity incentives.


• Transactional and tax representation of large hospital holding company in two separate multi-billion dollar mergers.


• Oil and gas tax acquisition/disposition structuring for Fortune 200 and large privately held clients


• Represent recipient in aggressive tax treatment of multi-billion dollar litigation proceeds (a "major innovation" according to a national law journal).


• Frontier planning to avoid tax on disposition of large natural resources business to $1 billion public acquirer.


• Represent large ISP in multi-billion dollar public company rollup; counsel founders in follow-on litigation.


• Tax and strategic negotiation of many "corporate divorces", e.g., for a family-controlled financial services company with 117 affiliates (values up to $100 million).

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Organization Membership

Mr. Dethrow is a member of the American Bar Association's Tax Section, Corporate Tax Committee and its Real Property, Probate and Trust Law Sections. He is a member of the Texas State Bar Tax Section, where he is the current Chair of its Energy and Natural Resources Committee and past Chair of the Corporate Tax Committee. Mr. Dethrow has been the Board and Membership Chair of the U.T. Southwestern President's Research Council, a Board Member and Vice President of the Dallas Bach Society, and the past President and Chair of the Harvard Club of Dallas. He is also a member of the Dallas Estate Planning Council, the Southwestern Medical Foundation Estate Planning Council, and the Dallas Foundation Advisors Board.

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Peer Recognition

Mr. Dethrow was named a "Best Lawyer in Dallas" by D Magazine (2009, 2011-2012). He is listed in the 2011-2012 editions of The Best Lawyers in America under Tax Law and was named a "Super Lawyer" by Thomson Reuters (2011).

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Speeches / Publications

Mr. Dethrow has been a panelist and speaker at numerous seminars on tax structuring and corporate finance for the closely held business and high net worth topics. He has spoken on Planning for a Liquidity Event at the Houlihan Lokey Annual Business Forum. Mr. Dethrow has also spoken at the State Bar of Texas' Tax Section on Advanced Institute for Corporate Tax Planning.

Links to Publications

• Cancellation of Debt Income - The Good, the Bad and the Unexpected
• Oil and Gas Tax: A Look at This Year's Hot Concepts
• Partnership Taxation and Oil and Gas Assets

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Latest News

• Jackson Walker Congratulates Its 2012 "Best Lawyers in Dallas"
• Jackson Walker Congratulates Its Best Lawyers in America
• Jackson Walker Congratulates Its 46 "Texas Super Lawyers"
• Jackson Walker Advises ATP Oil & Gas on $172.5 Million Stock Offering
• Jackson Walker Congratulates Its 2011 "Best Lawyers in Dallas"
• Brian Dethrow Takes Office in the Energy and Natural Resources Tax Committee
• Jackson Walker Congratulates Its Best Lawyers in America
• Jackson Walker Congratulates Its Nine "Best Lawyers in Dallas 2009"
• Brian Dethrow Speaks on the Economic Stimulus Plan

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