William H. Hornberger
William Hornberger is passionate about the practice of law and about helping people and enterprises achieve business goals. He is extremely grateful to his mentors, Larry Bean and Vester Hughes, because they not only taught him to be passionate about the law, they also modeled for him character and class and taught him how to have a rich and fulfilling life outside of the office. For nearly 30 years, he has practiced in the areas of tax, transactional, international and corporate law at Jackson Walker and has loved every minute of it! His tax practice has touched nearly every area of the tax law, including corporate, partnerships and LLCs, international, real estate, corporate, oil and gas, bankruptcy, tax credit and tax controversy and procedural matters. His broad transactional practice includes mergers and acquisitions, complex partnership, joint venture, real estate and private equity arrangements, complicated cross-border business structuring matters involving investors from multiple countries, Tax Treaty and IRS Competent Authority matters. He has represented taxpayers on tax controversy matters in IRS administrative appeals and before the U.S. Tax Court, the U.S. District Court, the U.S. Bankruptcy Court, the Courts of Appeals for the Fifth and Eleventh Circuits and the U.S. Court of International Trade.
B.B.A., with high honors, University of Texas at Austin
J.D., with honors, University of Texas School of Law
LL.M., New York University School of Law
Certified Public Accountant, 1988-present
United States Tax Court
United States District Court for the Northern District of Texas
United States Court of International Trade
Tax and Transactional
- Structuring taxable and nontaxable acquisitions, including public-traded corporations, partnerships, limited liability companies, S corporations and REITs and tax-exempt entities.
- Structuring the formation and operation of private equity funds.
- Structuring all types of tax-free corporate acquisitive and divisive reorganizations, including mergers, stock-for-stock transactions, assets-for-stock transactions, and recapitalizations.
- Drafting of complex limited partnership agreements.
- Structuring Carried Interest Transactions.
- Structuring acquisitive and divisive transactions involving partnerships and limited liability companies.
- Structuring partner buyouts.
- State tax planning.
- Structuring equity-based compensation arrangements.
- Structuring derivative transactions (including cross-border transactions).
- Tax planning for intellectual property.
- Taxation of modification of debt instruments.
- Private letter ruling requests.
- Tax planning for installment sales.
- Structuring real estate partnerships involving entities of all types, including corporations, partnerships, limited liability companies, S corporations, non-U.S.
- investors, REITs and tax-exempt entities.
- Structuring the formation of REITs;
- Privatization of REITs.
- Structuring of cross-border REITs.
- Structuring like-kind exchanges (real and personal property).
- Structuring tenancy-in-common and co-ownership arrangements.
- Tax aspects of workouts, including foreclosures.
- Planning for debt-financed distributions from partnerships and limited liability companies.
- Extensive experiences with tax controversies in the U.S. Bankruptcy Court, including cases involving concurrent jurisdiction with the U.S. Tax Court.
- Planning for utilization of net operating losses.
- Extensive experience in handling administrative tax controversies with the IRS and domestic and international tax controversies in the following U.S. courts: U.S.
- Tax Court, U.S. District Court, U.S. Federal Courts of Appeal, and U.S. Court of Federal Claims; U.S. Bankruptcy Court.
- Extensive experience with the IRS Offshore Voluntary Disclosure Program.
- Structuring oil and gas limited partnerships.
- Structuring energy-related acquisitions, including oil and gas interests ( all types) and pipeline.
- Structuring international oil and gas operations.
- Structuring oil and gas private equity funds.
- Production Payment transactions.
- Tax planning for intangible drilling costs.
- Like-kind exchanges of oil and gas properties.
- Formation, operation and taxation of tax-exempt entities.
- Joint Ventures involving tax-exempt entities.
- Domestic and cross-border acquisitions and dispositions of U.S. and non-U.S. entities.
- Structuring of tax-free domestic and international reorganizations.
- Extensive experience with anti-inversion rules.
- Structuring litigation settlements.
- Cross-border derivative trading – structuring and taxation.
- Structuring international operations for U.S. multinationals.
- Utilizing holding companies in international tax planning.
- Corporate, LLC and partnership transactions involving non-U.S. persons investing in U.S. real estate.
- Legal interpretation and analysis of tax treaty issues.
- Foreign tax credit utilization.
- Structuring of cross-border investments in private equity funds.
- Taxation of currency gains and losses.
- Structuring inbound capitalization structures, including planning involving utilization of the portfolio interest exemption.
- Transfer pricing issues and studies involving sales, services and intangibles, including working with economists.
- Structuring of cross-border trucking operations.
- Taxation of nonresident workers present in the U.S. and taxation of U.S. employees outside the U.S.
- Extensive experience with FATCA limitations.
- Texas Society of CPAs, Distinguished Public Service Award Recipient, 2019
- North Texas Inspirational Leadership Award, AVANCE-North Texas, 2019
- Dallas 500: The Most Powerful Business Leaders in Dallas-Fort Worth, D Magazine, 2015-2019
- Amigo de México Award, AEM Dallas, 2018
- The Best Lawyers in America (Woodward/White Inc.)
- Tax Law, 2003-2021
- Lawyer of the Year – Tax Law, 2013
- TSCPA Meritorious Service to the Accounting Profession Award, 2017
- Best Lawyers in Dallas, D Magazine, 2007-2009, 2011, 2013-2014, 2017-2019
- Super Lawyer, Super Lawyers by Thomson Reuters, 2003-2020
- Texas Society of CPAs, Kenneth W. Hurst Fellow, 2015
- Meritorious Service Award, Dallas CPA Society, 2012
- Special Presidential Award, Dallas CPA Society, 2006
- CPA of the Year Award, Dallas CPA Society, 2006-2007
- Stanley J. Scott CPE Award, Dallas CPA Society, 2005
- President’s Award, The Real Estate Council of Dallas, 2007
- Invited on multiple occasions by the Ministry of Finance of the Republic of China to teach International Taxation in Taipei, Taiwan, to government officials from the ROC and countries around the world
- Invited by the United States Department of Commerce to speak at 2017 SelectUSA Investment Summit on taxation of foreign investors in the United States
- Co-Author, “Robust Economic Growth and Tax Law Changes Mean Choice of Entity Decisions More Important than Ever,” The Texas Lawbook, April 8, 2019
- “2018 Tax Reform – What You Need to Know Now“
- “Structuring Divisive Mergers Under the Delaware and Texas Statutes,” Strafford Webinar (April 23, 2019)
- “Choice of Entity and Tax Considerations,” State Bar of Texas Essentials of Business Law: Practical Considerations (March 14, 2019)
- “Common Tax Issues for Companies New to the U.S. Market,” 2018 SelectUSA Investment Academy, Washington, D.C. (June 2018)
- “Entity Selection for the M&A Lawyer,” ABA Business Law Section Spring Meeting 2018, Orlando, Florida (April 2018)
- “Entity Selections, Exchanges & Formations,” Texas CPA Tax Institute, Richardson & San Antonio, Texas (November 2017)
- “What Every Director Needs to Know about the 990,” The University of Texas at Dallas Nonprofit Conference, Dallas, Texas (October 2017)
- “Comprehensive Inbound/Outbound International Taxation,” Texas A&M Law School, Fort Worth, Texas (October 2017)
- “International Taxation,” 8-hour course
- Rio Grande Valley Chapter of Texas Society of CPAs (October 2017)
- El Paso Chapter of Texas Society of CPAs (May 2017; May 2014; May 2013)
- San Jose, California ARM, Inc. (January 2017)
- CPE by the Sea Continuing Education Conference (June 2014)
- Dallas CPA Society Continuing Education Conference (February 2014)
- ARM, Inc. (November 2014)
- Reforma Energica Conferencia (November 2014)
- U.S./Mexico Conference (November 2014)
- Houston Chapter of the Texas Society of CPAs (June 2013)
- “Selected Structuring Considerations For Foreign Persons Establishing U.S. Business Operations,” U.S. Embassy Luncheon, Lausanne, Switzerland (September 2017)
- “Tax Consideration in Entity Choice,” University of North Texas Presentation (September 2017)
- “Tax Reform Update,” Instituto de Contadores Públicos de Nuevo León A.C (ICPNL) (August 2017)
- “Alternativas Fiscales para Inversiones en EUA,” Instituto de Contadores Publicos de Nuevo Leon, Monterrey, Mexico (August 2017)
- “Structures for Acquiring Entities Federal & State Tax Consequences,” Tax Institute CPE, Fort Worth, Texas (August 2017)
- “Partnership Agreements – Debt Issues,” Metroplex Practice Management Group, Dallas, Texas (July 2017)
- “Selected Considerations for Foreign Nationals Moving to the U.S.,” SelectUSA Investment Summit Conference, Washington, D.C. (June 2017)
- “Choice of Entity,” State Bar of Texas Choice & Acquisitions of Entities in Texas Course (May 2017)
- “Accounting for Change: The Accounting Profession Will Thrive in the Current Economic, Tax and Political Environment,” TSCPA Energy Conference (May 2017)
- “Tax Aspects of Workouts and Bankruptcies in the Oil Patch,” North American Petroleum Accounting Conference (May 2017)
- “Selected Tax Considerations for Entity Selection,” Financial Executives International, Dallas, Texas (April 2017)
- Guest Lecturer, Baylor University International Tax Course (October 2015)
- “Motivating and Developing Others,” Dallas CPA Society Leadership Academy (June 2015; September 2013; May 2013)
- “Choice of Entity,” State Bar of Texas Choice & Acquisitions of Entities in Texas Course (May 2015)
- “Careers with a CPA,” Incarnate Word University (April 2015)
- “Defining your Legacy: Serve Well/Lead Well,” Beta Alpha Psi Accounting Regional Conference (March 2015)
- “The Future of Business Valuation, Forensic & Litigation Service,” Business Valuation and Forensics Conference (October 2014)
- “Earnings Lockout and Inbound M&A,” UT/University of Waterloo Conference for Accounting Professors in North America (September 2014)
- “Texas Business Update,” 20th Anniversary U.S./Mexico Tax Conference sponsored by the San Diego Chapter of the California Society of CPAs and Colegio de Contadores Publicos de Baja California (August 2014)
- Oil & Gas Institute – Full-Day Oil and Gas Conference (July 2014)
- “Choice of Entity,” Dallas Estate Planning Council; State Bar of Texas Choice & Acquisitions of Entities in Texas Course (May 2014)
- “U.S. Immigration & Tax – Opportunities and Pitfalls,” International Tax Forum Meeting (March 2014)
- “International Tax Update,” Dallas Bar Association (October 2013)
- “Professional Issues Update,” Webinar; Lubbock Chapter of Texas Society of CPAs (September 2013)
- Luncheon Keynote Speaker, Abilene Chapter of Texas Society of CPAs (August 2013)
- “The Accidental U.S. Taxpayer,” State Bar of Texas Advanced Tax Law Course (August 2013)
- Luncheon Keynote Speaker, Annual Two-Day Tax Institute, Panhandle Chapter of Texas Society of CPAs (August 2013)
- Speaker, Young CPA Conference, Texas Society of CPAs (June 2013)
- “Tax Considerations In Choice of Entity,” State Bar of Texas Choice of Entity & Acquisitions Course (May 2013)
- Luncheon Keynote Speaker, Brazos Valley Chapter of Texas Society of CPAs (May 2013)
- Luncheon Keynote Speaker, Joint Meeting Lamar University School of Accounting and South East Texas Chapter/TSCPA (April 2013)
- “Tax Environment,” East Texas Business Conference, Texas A&M Commerce (April 2013)
- “Texas Margin Tax,” American Association of Attorney-Certified Public Accountants (January 2013)
- American Bar Association, Member, 1988-Present
- State Bar of Texas, Chair of Section of Taxation, 2001-02
- Dallas Bar Association, Chair of Section of Taxation, 2005
- Texas Bar Foundation, Life Fellow
- American Institute of CPAs
- Council Member, 2014-17
- Nominating Committee, 2016-18
- Dallas CPA Society
- Chair, 2008-09
- Board of Directors, 2009-Present
- Texas Federal Tax Institute, Board of Directors
- Texas Society of CPAs
- Chair, 2013-14
- Executive Board, 2009-15
- Dallas Holocaust Museum
- Board Member, 2008-16
- Treasurer and Executive Committee Member, 2010-11
- Advisory Board, 2005-08
- Real Estate Council of Dallas
- Executive Committee, 2008, 2011
- Fall Gala Chair, 2011
- Real Estate Council Foundation, Board of Directors, 2006-08
- AVANCE-North Texas, Board of Directors
- Chair, Past Chair, 2014-Present
- Board Vice-Chair, 2012-14
- AVANCE Latino Street Fest, Founding Chair, 2014-18
- The Covenant School, Board Member, 2003-09
- Leadership Dallas, 2006
- Dallas Assembly, Member, 2011-Present
- Prospanica (formerly National Society of Hispanic MBAs), National Corporate Counsel, 2010-present
- General Counsel/Development Phase, Klyde Warren Park, 2008-12
- Counsel for Commemorative Air Force, 2016-present
- Ozone Dallas, Board Member, 2012-13
- SMU School of Law, Adjunct Professor in Taxation, 1996, 1998