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, 2021-2023
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2013-2014
- “Best Lawyers in Dallas,” D Magazine, 2016, 2018-2022
- 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)
- Chair, Dallas Bar Association Tax Section
- Board Member and Logistics Committee Member, Texas Federal Tax Institute
- Board Member, Greater East Dallas Chamber of Commerce
- Past Chair, Partnership & Real Estate Committee, Tax Section, State Bar of Texas
- Past President, Friends of Santa Fe Trail
September 27, 2022Client Results
Novaria Group, a leading manufacturer of specialty hardware, components, and coatings for the aerospace and defense industries, recently completed its acquisition of STROCO Manufacturing, Inc. This deal marks the sixth acquisition Novaria has announced from December of 2021 through July of 2022, taking place after its successful acquisitions of FMi Chemical, Hohman Plating, Advanced Coating, Hydro Fitting, and GK Mechanical Systems.
August 18, 2022Attorney 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.
April 25, 2022Attorney News
Jackson Walker congratulates the 21 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” 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.
November 23, 2021Client Results
Jackson Walker represented Prophet Equity in the acquisition of Tennessee-based RJV Equipment, LLC, a provider of new and used equipment sales, rental parts, and maintenance services to the utility infrastructure and commercial construction markets. The transaction closed on November 1, 2021, for an undisclosed amount.
September 24, 2021Podcasts
~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 Democrats’ $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.
August 19, 2021Attorney News
‘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.
May 18, 2021Client Results
Jackson Walker represented Design Space Modular Buildings in its sale to McGrath RentCorp for $260 million, subject to certain adjustments. The transaction closed on May 17, 2021.
April 28, 2021Attorney News
Jackson Walker congratulates the 23 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” for 2021.
March 26, 2021Client Results
Kevin Jones led a Jackson Walker team representing Prophet Equity in the sale of a leading exterior facility services platform focused on providing parking lot maintenance and repair and comprehensive site development services for paved and concrete services.
January 28, 2021Client Results
Jackson Walker Represents Prophet Equity in Divesting Portfolio Company Total Plastics Resources LLC
Jackson Walker represented Prophet Equity in the sale of its Michigan-based portfolio company Total Plastics Resources LLC, one of the industry’s largest plastic distributors. The transaction closed on December 18, 2020, for an undisclosed amount.