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. 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, qualified small business stock (“QSBS”), 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 Tax Cuts and Jobs Act and to revise partnerships and LLC agreements to reflect the newly effective partnership audit rules.
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 “profits interest” or “carried interest” 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 “F Reorganizations” 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, 2021-2025
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2013-2014
- “Best Lawyers in Dallas” List, D Magazine, 2016, 2018-2025
- 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 – 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
April 25, 2025
Attorney News
Jackson Walker Congratulates 21 Attorneys Named Among 2025 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 21 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” 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.
August 15, 2024
Attorney News
‘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 year’s 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.
April 19, 2024
Attorney News
Jackson Walker Congratulates 23 Attorneys Named Among 2024 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 23 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” 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.
August 17, 2023
Attorney News
‘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 year’s 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.
April 25, 2023
Attorney News
Jackson Walker Congratulates 24 Attorneys Named Among 2023 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 24 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” 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.
August 18, 2022
Attorney News
‘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.
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 “F Reorganizations” 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, 2021-2025
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2013-2014
- “Best Lawyers in Dallas” List, D Magazine, 2016, 2018-2025
Publications & Speeches
- 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 – 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