Dan Baucum

Chair, Tax, Trusts and Estates Section

DALLAS
2500 Dallas Parkway
Suite 600
Plano, TX 75093

972.378.9111

Dan Baucum advises clients on federal tax matters impacting business transactions such as acquisitions, mergers, sales, divisions, conversions, and terminations. He has deep experience navigating complex tax issues and is recognized for his work with LLCs, LPs, and S corporations and high-net-worth estate planning. Dan also represents clients in IRS controversies, including administrative matters before the IRS Chief Counsel’s Office in Washington, D.C. His expertise on federal tax issues has been sought in both advisory and expert witness roles, underscoring his command of the field.

Earlier in his career, Dan served as Special Assistant to the IRS Assistant Chief Counsel (Passthroughs & Special Industries). In that role, he reviewed key IRS tax guidance related to partnerships, S corporations, trusts, and estates. Notably, he contributed to developing the built-in gain and disguised sale of property regulations and helped shape the IRS’s “safe harbor” policy for partnership profits interests. He reviewed and drafted numerous proposed regulations, revenue rulings, and private letter rulings issued by the Passthroughs division. After his tenure in government, Dan joined the National Tax Office of an international accounting firm as director, advising on partnership tax issues and IRS procedure. He also taught for four years as an adjunct professor at Georgetown University Law Center’s Graduate Tax Law Program.

Since returning to Dallas, Dan has remained active in legal practice and bar leadership. He chaired the State Bar of Texas Tax Section and previously led the Dallas Bar Association’s Tax Section. His dedication to legal education includes almost 17 years of teaching as an Adjunct Professor at SMU Dedman School of Law and Baylor Law School. Recognizing his professional contributions, he is a Fellow of the American College of Tax Counsel.

Representative Matters

  • Represented highway maintenance related safety company in $31.5 million dollar sale using a drop-and- convert “F” reorganization of S corporation plus rollover equity.
  • Represented private equity fund in the purchase of a commercial landscaping company for $155 million plus rollover equity.
  • Represented health-related service company unwind a prior $20 million sale of equity by redeeming equity and restructuring prior business transaction.
  • Represented event-based business in purchase of drape rental and sales company for approximately $30 million.
  • Represented event provider in connection with sale of equity interests to private equity purchaser for $97 million, including $17 million of rollover equity.
  • Represented seller in restructuring and sale of event business for $110 million, including rollover equity and seller financing.
  • Represented S Corporation parent company split-up into three S Corps in a tax-free reorganization.
  • Represented New Zealand subsidiary domestication into U.S. subsidiary of Delaware holding company and issuance of domestic non-qualified equity plan.
  • Represented data analytics company in sale of substantially all assets to strategic purchaser for approximately $13 million.
  • Represented private equity client in connection with purchase of equity of pharmaceutical manufacturing company, and related capital raise and loan.
  • Represented sellers in connection with pre-closing restructuring of corporation and subsidiaries and subsequent sale of outstanding stock to strategic purchaser for approximately $35 million.
  • Represented a paper converting business in connection with the sale of equity for approximately $39 million.
  • Represented Christmas light display company in sale of equity to private equity purchaser for approximately $15 million.
  • Represented seller in sale of event management business for $110 million for event management business.
  • Represented buyer in contribution of assets of medical device company in exchange for 30% interest in newly-formed holding company including a bridge loan which was converted to a capital contribution on closing.
  • Represented concrete company in connection with the acquisition of equity of target company for approximately $35 million, including cash, seller note and earnout.
  • Represented events company in connection with sale to private equity group in a transaction valued at approximately $97 million.
  • Represented company in connection with pre-closing restructuring of corporation and subsidiaries and subsequent sale of outstanding stock to strategic purchaser for approximately $35 million.
  • Represented environmental remediation and demolition services company in $11 million equity sale to private equity purchaser.
  • Represented vegetation services/utility landscaping company in $280 million equity sale to strategic purchaser.
  • Represented wholesale building supply company in connection with sale of assets and real estate to a private-equity backed purchaser.
  • Represented supplements company in connection with merger with another supplements company in a transaction valued at approximately $1.3 billion.
  • Represented real estate development company in connection with private offering of $28.8 million limited liability company interests.
  • Represented the company in connection with the acquisition of equity of the target company for approximately $35 million, including cash, seller’s note, and earnout.
  • Restructure and reorganize family investments into operating companies, holding companies, and generational trusts.

Admitted to Practice

States

  • State Bar of Texas

United States District Courts

  • Northern District of Texas

United States Courts of Appeals

  • Fifth Circuit

Other Admissions

  • United States Supreme Court
  • United States Tax Court

Education

  • New York University, LL.M. (Taxation)
  • Southern Methodist University, J.D. (Editor, Law Review)
  • Southern Methodist University, B.B.A.

Professional Associations & Memberships

  • State Bar of Texas
  • Director, Texas Federal Tax Institute

Recognition, Honors & Achievements

  • Fellow, American College of Tax Counsel
  • D CEO Magazine’s Dallas 500 list (2022 & 2023)
  • Lifetime Achievement Award, The Texas Lawyer, 2023
  • Former Chair, State Bar of Texas Tax Section
  • Former Chair, Dallas Bar Association Tax Section
  • Best Lawyers in America, Texas’ Best Lawyers – Tax Law (2019-2026)
  • Texas Super Lawyers – Tax Law (2021 – 2025)
  • D Magazine – Best Lawyers in Dallas, Taxation (2009, 2011, 2014, 2022 – 2026)
  • Fort Worth Business Press – Power Lawyer (2014)
  • The Texas Lawyer – Five Top Notch Lawyers in Taxation (2012)

Presentations and Published Writings

  • Speaker, “Tax Planning Opportunities for Small Business: Re-evaluating the Toolbox after the OBBBA,” UT Law CLE – LLCs, LPs, and Partnerships (2025).
  • Speaker, “Are Carried Interests An Option?,” Choice, Governance & Acquisition of Entities, State Bar Texas CLE (2024).
  • Moderator and Speaker, “Choice of Entity Fundamentals & Workshop” UT Law CLE, LLCs, LPs, and Partnerships (2024)
  • Speaker, “Breaking Up is Hard to Do: S Corp, LLC and Partnership Divisions,“ UT Law CLE, LLCs, LPs, and Partnerships (2024)
  • Speaker, “Structuring Acquisitions and Sales when the Target is an S Corp,” UT Law CLE, LLCs, LPs, and Partnerships (2023)
  • Speaker, “LLCs as S Corps: Advantages, Challenges & Busts,” Tax Alliance Conference (2023)
  • Moderator and Speaker, “Choice of Entity Decisions: Business and Tax Law Issues,” UT Law CLE (2022)
  • Speaker, “S Corporations: A Cautionary Tale about Squaring the Circle,” UT Law CLE, LLCs, LPs, and Partnerships (2022)
  • Speaker, “Target Allocations for the Rest of Us,” UT Law CLE, LLCs, LPs and Partnerships (2020)
  • Speaker, “Fixing Terminated S Corp Elections,” State Bar of Texas Advanced Tax Law Course (2019)
  • Speaker, “Carrying on About Carried Interests,” UT Law CLE, LLCs, LPs and Partnerships (2019)
  • Starr, Schmalz, Baucum, & Crnkovich, 725 T.M. [1st] Limited Liability Companies (BNA Tax Mgmt. Portfolio)
  • Dan G. Baucum & Peter K. Scott, “How to Survive a Large Case Audit Under Revised IRS Guidelines,” Journal of Taxation, August 1993