Nathan T. Smithson
Nate Smithson is a transactional tax attorney at Jackson Walker with a focus on federal income tax planning for corporations, partnerships and limited liability companies. Nate assists some of the largest businesses in the country, including 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 formations, acquisitions, roll-ups, divisions, taxable and tax-free reorganizations, and in certain situations, the use of IC DISCs. 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 also 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.
B.A., Emory University
J.D., SMU Dedman School of Law
LL.M., NYU School of Law
United States Tax Court
- Designing investment structures for wind and solar power projects to utilize the production and investment tax credits; and for oil and gas projects seeking to benefit from carbon oxide sequestration tax credits for carbon capture and utilization projects.
- Drafting and negotiating complex private equity transaction agreements and providing advice on efficient tax structuring.
- 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.
- Planning with respect to elections under Sections 336(e) and 338(h)(10) of the Internal Revenue Code for acquisitions of S corporations.
- 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.
- 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).
- Creation of interest charge domestic international sales corporations (IC DISCs) to enable US companies with international sales to mitigate the US tax burden on sales to foreign countries.
- Providing support for tax-deferred transactions, including like-kind exchanges.
- The Best Lawyers in America (Woodward/White Inc.)
- Tax Law, 2021
- Rising Star, Thomson Reuters, 2013-2014
- Best Lawyers in Dallas, D Magazine, 2016, 2018-2020
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 1, 2018)
- Co-Chair, Partnership & Real Estate Committee, Tax Section, State Bar of Texas
- Council Member, Dallas Bar Association
- Committee Member, Texas Federal Tax Institute
- Vice President, Friends of Santa Fe Trail