Nathan T. Smithson
Practice Areas
Experience
- Employee Retention Tax Credit (ERC)
- Executive and Incentive Compensation
- Oil & Gas Taxation
- Partnerships, S Corps, & LLCs
- Renewable Energy
- Transactional Tax Planning
Biography
An accomplished transactional tax attorney, Nate Smithson provides federal income tax planning for corporations, partnerships and limited liability companies and tax credit planning for clean energy projects. Nate is often lauded by clients for his ability to explain complex tax matters in plain language. Nate assists some of the largest businesses in the country, including multi-family real estate developers as well as private equity backed and complex closely held companies, in finding the most tax advantageous methods for both building and growing their businesses and compensating their key employees. Such planning and structuring includes advice on a variety of legal matters, including entity formations, mergers and acquisitions, roll-ups, taxable and tax-free divisions and reorganizations, clean energy tax credit qualification, qualified small business stock (âQSBSâ), as well as solutions for S corporation sales, including the use of F reorganizations to permit rollover equity ownership. Nate has worked closely with clients to revisit their tax structures following the enactment of the recent tax legislation including helping clients implement carbon capture and sequestration projects eligible for federal income tax credits.
Nate is frequently engaged to structure executive compensation arrangements for clients, with a specific focus on drafting and negotiating partnership equity and phantom equity compensation plans, including the use of âprofits interestâ or âcarried interestâ arrangements, and stock option plans.
Nate has also developed a REIT documentary compliance oversight practice that enables Jackson Walker to provide corporate compliance oversight for REIT funds to ensure that corporate legal protocols are followed for REIT maintenance purposes and to ensure continued REIT status.
Education
B.A., Emory University
J.D., SMU Dedman School of Law
LL.M., NYU School of Law
Bar Admissions
Texas
Court Admissions
United States Tax Court
- Extensive planning for private equity investment in portfolio companies, including advice relating to alternative and parallel investment vehicle holding structures and complex stock and asset acquisitions.
- Drafting and negotiation of complex equity or phantom equity incentive plans (including “profits interests” or “carried interests”).
- Planning to maximize investors’ ability to exclude gain from the ultimate sale of qualified small business stock under Section 1202 of the Internal Revenue Code.
- Designing investment structures for oil and gas projects seeking to benefit from carbon oxide sequestration tax credits for carbon capture and utilization projects under Code Section 45Q and the Inflation Reduction Act of 2022.
- Drafting and negotiating complex private equity transaction agreements and providing advice on efficient tax structuring.
- Planning with respect to âF Reorganizationsâ or elections under Sections 336(e) and 338(h)(10) of the Internal Revenue Code for acquisitions of S corporations.
- Structuring joint venture investments with private investments firms and operators to develop oil and gas working interests, including the formation of oil and gas tax partnerships.
- Planning to enable clients to maximize available deductions attributable to intangible drilling costs (IDCs).
- Providing support for tax-deferred transactions, including like-kind exchanges.
- The Best Lawyers in America (Woodward/White Inc.), Tax Law, 2021-2026
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2013-2014
- “Best Lawyers in Dallas” List, D Magazine, 2016, 2018-2025
- Co-author, âUnderstanding âBeginning of Constructionâ and the Phase-Out of Tax Credits for Wind and Solar Projects,â Jackson Walker Insights (August 2025)
- Author, âClean Energy Tax Credit Changes under the One Big Beautiful Bill Act,â Jackson Walker Insights (August 2025)
- Co-Author, âCarbon Oxide Sequestration Tax Credit Changes Under the One Big Beautiful Bill Act,â Jackson Walker Insights (July 2025)
- Co-Author, “Tax Planning for a Biden Presidency,” Jackson Walker Insights (January 2021)
- Guest, “Tax Planning Under a Biden Presidency,” Jackson Walker Fast Takes Podcast (December 2020)
- Co-Author, “IRS Extends Tax Filing and Payment Deadline,” Jackson Walker Insights (March 2020)
- Contributor, Comments on Proposed Regulations Concerning the Deduction for Qualified Business Income under Section 199A of the Internal Revenue Code, State Bar of Texas â Tax Section Comments (October 2018)
- Author, “Tax Reform and its Impact on Individuals and Businesses,” Jackson Walker Tax Resources (January 2018)
- Board Member and Logistics Committee Member, Texas Federal Tax Institute
- Past Chair, Dallas Bar Association Tax Section
- Past Chair, Partnership & Real Estate Committee, Tax Section, State Bar of Texas
- Advisory Board Member and Past President, Friends of Santa Fe Trail
IRS Issues Safe Harbor for Section 45Q Carbon Capture Credits
By Nathan T. Smithson, Ali Abazari, and Travis Wussow
On December 19, 2025, the IRS issued Notice 2026-1, providing a safe harbor for taxpayers seeking to claim the federal income tax credit for qualified carbon oxide sequestration under section 45Q of the Internal Revenue Code of 1986, as amended. The Notice addresses a compliance gap created by the EPA proposed repeal of greenhouse gas reporting requirements that are currently necessary to claim the credit.
Insights • February 3, 2026
Understanding âBeginning of Constructionâ and the Phase-Out of Tax Credits for Wind and Solar Projects
By Nathan T. Smithson and Travis Wussow
President Trump issued Executive Order 14315, which directed the Treasury Secretary to issue guidance relating to the âbeginning of constructionâ with respect to solar and wind projects relating to the July 4, 2026, safe harbor deadline. On August 15, 2025, the Treasury Department issued Notice 2025-42 in fulfilment of its obligation under the Executive Order.
Insights • August 26, 2025
âThe Best Lawyers in Americaâ Features 350 Jackson Walker Attorneys in 2026 Edition, Including 10 âLawyers of the Yearâ and 106 âOnes to Watchâ
The Best Lawyers in America, a widely regarded guide to legal excellence, has recognized 350 Jackson Walker attorneys across 87 specialty practice areas in its 2026 edition, including 10 Lawyers of the Year and 106 Ones to Watch.
Attorney News • August 21, 2025
Key Tax Law Changes Under the One Big Beautiful Bill Act: A Comprehensive Overview
The One Big Beautiful Bill Act (OBBBA), enacted in 2025, brings sweeping changes to federal tax law, impacting individuals, businesses, investors, and the clean energy sector. Jackson Walker attorneys provide a summary of the major updates, with each section highlighting the core changes.
Insights • August 1, 2025
Clean Energy Tax Credit Changes under the One Big Beautiful Bill Act
By Nathan T. Smithson
The One Big Beautiful Bill Act (the âOBBBAâ) limits future opportunities for some of the clean energy tax credits previously enacted under the Inflation Reduction Act of 2022 (the âIRAâ). During the election campaign President Trump expressed a strong interest for a complete repeal of the IRA credit provisions.
Insights • August 1, 2025
Carbon Oxide Sequestration Tax Credit Changes Under the One Big Beautiful Bill Act
By Nathan T. Smithson, Amy L. Baird, & Anna R. Irion
The One Big Beautiful Bill Act (the âOBBBAâ) modifies the federal income tax credit for carbon oxide sequestration. Such tax credit, in place since 2008, was previously increased by the Inflation Reduction Act of 2022.
Insights • July 22, 2025
Jackson Walker Congratulates 21 Attorneys Named Among 2025 “Best Lawyers in Dallas”
Jackson Walker congratulates the 21 attorneys recognized among D Magazineâs list of the âBest Lawyers in Dallasâ for 2025. For recognition in the list, Dallas attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 25, 2025
‘The Best Lawyers in America’ Features 306 Jackson Walker Attorneys in 2025 Edition, Including 9 “Lawyers of the Year” and 75 “Ones to Watch”
The Best Lawyers in America has recognized 306 Jackson Walker attorneys across 81 specialty practice areas in its 2025 edition, including 9 Lawyers of the Year and 75 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (75 attorneys) and Real Estate Law (55 attorneys) and the addition of 27 attorneys as Best Lawyers.
Attorney News • August 15, 2024
Jackson Walker Congratulates 23 Attorneys Named Among 2024 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 23 attorneys recognized among D Magazineâs list of the âBest Lawyers in Dallasâ for 2024. For recognition in the list, Dallas attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 19, 2024
‘The Best Lawyers in America’ Honors 287 Jackson Walker Attorneys in 2024 Edition, Including 12 “Lawyers of the Year” and 80 “Ones to Watch”
The Best Lawyers in America has recognized 287 Jackson Walker attorneys across 5 offices and 82 specialty practice areas in its 2024 edition, including 12 Lawyers of the Year and 80 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (66 attorneys) and Real Estate Law (60 attorneys) and the addition of 35 attorneys as Best Lawyers.
Attorney News • August 17, 2023
Jackson Walker Congratulates 24 Attorneys Named Among 2023 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 24 attorneys recognized among D Magazineâs list of the âBest Lawyers in Dallasâ for 2023. For recognition in the list, Dallas attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 25, 2023
‘The Best Lawyers in America’ Honors 214 Jackson Walker Attorneys in 2023 Edition, Including 11 “Lawyers of the Year” and 41 “Ones to Watch”
The Best Lawyers in America has recognized 214 Jackson Walker attorneys across 6 offices and 79 specialty practice areas in its 2023 edition, including 11 Lawyers of the Year and 41 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
Attorney News • August 18, 2022
Jackson Walker Congratulates 21 Attorneys Named Among 2022 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 21 attorneys recognized among D Magazineâs list of the âBest Lawyers in Dallasâ for 2022. For recognition in the list, Dallas attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 25, 2022
How the Proposed $2.1 Trillion Tax Hikes Could Impact U.S. Businesses and Taxpayers
~13 minutes | The U.S. House Ways and Means Committee has approved a proposal to increase certain taxes by $2.1 trillion to offset the House Democratsâ $3.5 trillion government spending plan. With a long way to go and a number of possible changes to be made along the way, Ron Kerridge, Argyrios Saccopoulos, Nate Smithson, and Ashley Withers discuss some of the key aspects of the proposal.
Podcasts • September 24, 2021
‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”
The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
Attorney News • August 19, 2021
Tax Planning Under a Biden Presidency
With just six weeks left before Joe Biden’s inauguration, businesses are preparing for a number of tax issues that will arise before and after January 20, 2021. In this episode, Nate Smithson discusses some anticipated changes and what businesses should be doing right now.
Podcasts • December 9, 2020
âThe Best Lawyers in Americaâ Honors 164 Jackson Walker Attorneys in 2021 Edition, Including 9 âLawyers of the Yearâ and 25 “Ones to Watch”
Jackson Walker congratulates the 164 attorneys who were selected by their peers as Best Lawyers, including 9 Lawyers of the Year and 25 Ones to Watch, across 6 offices and 66 specialty practice areas.
Attorney News • August 20, 2020
‘D Magazine’ Lists 20 Jackson Walker Attorneys Among Best Lawyers in Dallas 2020
Twenty Jackson Walker attorneys were recognized in the âBest Lawyers in Dallas 2020â list by D Magazine, one of the premier publications in the city of Dallas. To be recognized in the list, attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 24, 2020
Argyrios Saccopoulos Represents State Bar of Texas at IRS Hearing on Proposed Qualified Opportunity Fund Regulations
On July 9, 2019, the IRS held a public hearing on proposed regulations related to investing in qualified opportunity funds. The hearing included testimony from 19 speakers â including Argyrios Saccopoulos, who spoke on behalf of the State Bar of Texas Tax Section.
Speaking Engagements • July 18, 2019
‘D Magazine’ Lists 24 Jackson Walker Attorneys Among Best Lawyers in Dallas 2019
Twenty-four Jackson Walker attorneys were recognized in the âBest Lawyers in Dallas 2019â list by D Magazine, one of the premier publications in the city of Dallas. To be recognized in the list, attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 19, 2019
‘D Magazine’ Lists 33 Jackson Walker Attorneys Among Best Lawyers in Dallas
Thirty-three Jackson Walker attorneys were recognized in the âBest Lawyers in Dallas 2018â list by D Magazine, one of the premier publications in the city of Dallas. To be recognized in the list, attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 34 categories.
Attorney News • July 10, 2018
Practice Experience
- Extensive planning for private equity investment in portfolio companies, including advice relating to alternative and parallel investment vehicle holding structures and complex stock and asset acquisitions.
- Drafting and negotiation of complex equity or phantom equity incentive plans (including “profits interests” or “carried interests”).
- Planning to maximize investors’ ability to exclude gain from the ultimate sale of qualified small business stock under Section 1202 of the Internal Revenue Code.
- Designing investment structures for oil and gas projects seeking to benefit from carbon oxide sequestration tax credits for carbon capture and utilization projects under Code Section 45Q and the Inflation Reduction Act of 2022.
- Drafting and negotiating complex private equity transaction agreements and providing advice on efficient tax structuring.
- Planning with respect to âF Reorganizationsâ or elections under Sections 336(e) and 338(h)(10) of the Internal Revenue Code for acquisitions of S corporations.
- Structuring joint venture investments with private investments firms and operators to develop oil and gas working interests, including the formation of oil and gas tax partnerships.
- Planning to enable clients to maximize available deductions attributable to intangible drilling costs (IDCs).
- Providing support for tax-deferred transactions, including like-kind exchanges.
Recognition & Accolades
- The Best Lawyers in America (Woodward/White Inc.), Tax Law, 2021-2026
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2013-2014
- “Best Lawyers in Dallas” List, D Magazine, 2016, 2018-2025
Publications & Speeches
- Co-author, âUnderstanding âBeginning of Constructionâ and the Phase-Out of Tax Credits for Wind and Solar Projects,â Jackson Walker Insights (August 2025)
- Author, âClean Energy Tax Credit Changes under the One Big Beautiful Bill Act,â Jackson Walker Insights (August 2025)
- Co-Author, âCarbon Oxide Sequestration Tax Credit Changes Under the One Big Beautiful Bill Act,â Jackson Walker Insights (July 2025)
- Co-Author, “Tax Planning for a Biden Presidency,” Jackson Walker Insights (January 2021)
- Guest, “Tax Planning Under a Biden Presidency,” Jackson Walker Fast Takes Podcast (December 2020)
- Co-Author, “IRS Extends Tax Filing and Payment Deadline,” Jackson Walker Insights (March 2020)
- Contributor, Comments on Proposed Regulations Concerning the Deduction for Qualified Business Income under Section 199A of the Internal Revenue Code, State Bar of Texas â Tax Section Comments (October 2018)
- Author, “Tax Reform and its Impact on Individuals and Businesses,” Jackson Walker Tax Resources (January 2018)
Community Involvement
- Board Member and Logistics Committee Member, Texas Federal Tax Institute
- Past Chair, Dallas Bar Association Tax Section
- Past Chair, Partnership & Real Estate Committee, Tax Section, State Bar of Texas
- Advisory Board Member and Past President, Friends of Santa Fe Trail