Dan G. Baucum
Special Tax Counsel / Of Counsel
Dan G. Baucum is a tax and business lawyer with extensive private practice and government experience. He represents business owners and investors with tax planning, business issues, and federal tax disputes. Dan also consults with legal and accounting professionals on federal tax matters and IRS practice.
Dan began his legal career in Dallas. After nearly a decade of practice, Dan moved to Washington, D.C., when he was appointed Special Assistant to the IRS Assistant Chief Counsel (Passthroughs & Special Industries). He assisted with rulemaking and policy decisions affecting passthrough entity tax issues and estate and gift tax issues by drafting and reviewing proposed regulations, revenue rulings, private letter rulings and IRS Chief Counsel notices. Dan then became Director of IRS Practice for Coopers & Lybrand, LLP, in their Washington National Tax Office, where he worked on tax issues affecting LLCs and limited partnerships as well as like-kind exchanges of real estate. He also represented both public companies and private taxpayers in large business and high net worth IRS audits and appeals. During this time Dan taught federal Tax Practice and Procedure as an Adjunct Professor of Law at the Georgetown University Law Center in its Master of Laws in Taxation Program.
Since returning to Dallas in 1997, Dan advises clients in a full array of tax planning and business transactions. Recognized for his tax expertise and business acumen with LLCs, limited partnerships, S corporations, and other business entities, Dan advises clients with federal tax issues and structuring challenges commonly faced by closely held businesses, private equity firms, investors, and start-ups. Dan assists with creating business entities, drafting complex partnership and LLC agreements, purchasing and selling businesses, structuring business and tax transactions, implementing entity governance and planning and implementing management succession. He also assists with corporate and passthrough entity reorganizations, mergers, and conversions, as well as orchestrating real estate tax-free exchanges. Because of his IRS controversy experience and wide-ranging tax expertise, Dan represents clients in complex tax controversies with the IRS.
Dan’s experience lends itself to a wide variety of businesses and industries and is not limited to a particular category. Dan’s clients represent a cross section of small and mid-size businesses including technology companies, real estate developers and investors, wholesale and retail outlets, logistics companies, service providers, professionals, private equity investors, and family offices, to name a few. Dan also represents public and private charities and trade organizations.
Dan is a Fellow of the American College of Tax Counsel and currently serves as Chair-Elect of the State Bar of Texas Tax Section, after having held many leadership positions with the Tax Section. Dan teaches a popular upper-level business and tax law course entitled, “Forming and Operating Closely Held Businesses,” as an Adjunct Professor of Law at Southern Methodist University’s Dedman School of Law. And beginning in 2020 Dan also teaches “Business Planning and Drafting” as an Adjunct Professor of Law at Baylor Law School.
Dan speaks frequently before legal, accounting, and tax professionals.
Dan G. Baucum
- New York University, LL.M (Taxation)
- Southern Methodist University, Dedman School of Law, J.D.
Member, Board of Editors, Southwestern Law Journal
- Southern Methodist University, Cox School of Business, B.B.A.
Admitted to Practice
- State Bar of Texas
- United States Supreme Court
- United States Court of Appeals for the Fifth Circuit
- United States District Court for the Northern District of Texas
- United States Tax Court
- Adjunct Professor of Law, Georgetown University Law Center, Graduate Tax Law Program, Washington, D.C. 1994 -1997
- Adjunct Professor of Law, Southern Methodist University, Dedman School of Law, Dallas, Texas 2007 – Present
- Adjunct Professor of Law, Baylor Law School, Waco, Texas 2020 – Present
- Fellow, American College of Tax Counsel
- Woodward/White, Inc. – Best Lawyers in America, Texas’ Best Lawyers, Tax Law (2019, 2020)
- D Magazine – Best Lawyers in Dallas, Taxation (2009, 2011, 2014)
- Ft. Worth Business Press – Power Lawyer (2014)
- State Bar of Texas – Distinguished Service Award, Tax Section (2013, 2018)
- Texas Lawyer – Five Top Notch Lawyers, Taxation (2012)
- American Bar Association
- Tax Section
- Administrative Practice Committee
- Civil & Criminal Tax Penalties Committee
- Closely Held Businesses Committee
- Partnership & LLCs Committee
- Real Estate Committee
- S Corporations Committee
- Business Law Section
- Mergers & Acquisitions Committee
- Middle Market and Small Business Committee
- Private Equity & Venture Capital Committee
- Tax Section
- State Bar of Texas
- Tax Section
- Chair-Elect, 2020-2021
- Former Secretary, 2019 – 2020
- Former Treasurer, 2019
- Appointed Council Member 2007 – 2015, 2017 – 18
- Former Co-Chair Leadership Academy 2014 – 2016
- Former Chair, Partnership & Real Estate Tax Committee, 2011 – 2014
- Former Chair Committee on Governmental Submissions, 2009 – 2011
- Former Chair, Continuing Legal Education Committee, 2004 – 2005
- Director, Advanced Tax Law Course 2005
- Director, Advanced Tax Law Course 2004
- Board Member, Texas Federal Tax Institute (2012 – Present)
- Member, Texas Bar College
- Fellow, Texas Bar Foundation
- Tax Section
- Dallas Bar Association
- Former Chair, Tax Section 2016
Notable Publications and Recent Speaking Engagements
- 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
- Visiting Adjunct Professor of Law, Baylor Law School Business Law Boot Camp (2020)
- 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)
- Speaker, “The Old and the New Carried Interest Rules,” Dallas Bar Association Tax Section (2018)
- Producer/Moderator of the State Bar of Texas Tax Section’s Advanced Tax Workshop
- New Partnership Audit Rules (2017)
- Post-Wayfair Nexus (2018)
- Speaker, New Partnership Audit Rules, ABA Tax Section, Fall Meeting (2017)
- Speaker, New Partnership Audit Rules, ABA Tax Section Audio Webcast (2017)
- REAL ESTATE SPLIT UP INVOLVING LLCs AND S CORPs
Planned and implemented the reorganization of multiple entities to facilitate the tax favored split up of real estate businesses to multiple owners.
- PERSONAL GOODWILL IN THE SALE OF C CORPORATION
C corporation sale structured so that a percentage of the sales proceeds paid directly to shareholder for personal goodwill avoiding corporate level double tax.
- CONVERSION OF S CORPORATION TO LLC IN PARTIAL SALE
Planned and implemented tax free conversion of operating S corporation business into a LLC to accommodate buyer of 50% interest in the business who required that the business be operated as an LLC.
- TAX FREE RETENTION OF PARTNER’S INTEREST IN REAL PROPERTY SOLD
Structured the sale of real property by a partnership to allow one partner to retain an ownership interest in the property through a tax free contribution in exchange for a membership interest in the LLC purchaser while other partners received cash in a taxable sale.
- BANK HOLDING COMPANY TAX STRUCTURING
Provided tax structuring advice to a Texas bank holding company in its merger with and into an out-of-state bank holding company. Consideration for the transaction was a combination of cash and stock.
- PRIVATE INVESTMENT FUND TAX PLANNING
Provided tax advice in the recapitalization of a limited partnership formed to acquire royalty and mineral interests. Arranged additional capital from bank loans and soliciting existing members for additional capital contributions to fund the repurchase of limited partnership interests from partners wishing to liquidate their investment.
- INVESTMENT FUND TAX STRUCTURE
Provided tax advice to a newly created pooled investment fund focused on the acquisition of interests in real estate operating companies involved in the development of student housing, senior assisted living, modular housing neighborhoods and self-storage facilities.
- PRIVATE REAL ESTATE FUND TAX STRUCTURE
Provided tax advice in connection with the creation of an investment fund to acquire interests in real properties across North America. The fund sought investments from foreign nationals wishing to invest in U.S. and Canadian real estate.
- REAL ESTATE LIKE-KIND EXCHANGE
Provided tax advice to real estate investor in Texas involving unwinding several real estate partnerships with unrelated investor partners thorough the tax free like-kind exchange of the partnerships’ investment properties for previously identified replacement investment properties using a reverse deferred “parking” exchange structure to acquire replacement realty prior to the sale of the relinquished property.
- PRIVATE EQUITY INVESTOR TAX ADVICE
Provided tax advice to equity investors in negotiations with the Fund Sponsor regarding proposed revisions of the partnership agreement affecting the tax treatment of the partners.
- INSURANCE COMPANY AUDIT
Provided IRS practice advice and counsel to an international insurance conglomerate with a significant U.S. presence experiencing a problemed U.S. federal income tax audit In New York arising out of a large tax refund claim filed by its U.S. subsidiary. Assisted in responding appropriately to a combative situation involving an IRS Large Business and International audit team requests for information and unsubstantiated allegations.
- IRS APPEALS
Prepared and filed written arguments with IRS Appeals protesting an auditor’s denial of a charitable deduction by taxpayer who gifted stock in a closely held business to charity. IRS Appeals reversed the auditor’s denial of a charitable deduction in favor of the taxpayer without a hearing solely based upon the written protest filed on behalf of the taxpayer.
- IRS AUDIT DEFENSE
Successfully defended a family-owned manufacturing and real estate business based in Hawaii and Texas, negotiating and settling income tax issues raised during audit and avoiding potential gift tax assessments.
- DEFENSE OF CHARITY’S BOARD MEMBER FROM UNPAID EMPLOYMENT TAXES
Defended volunteer charity board member from being held responsible for unpaid employment tax assessments stemming from Executive Director’s actions.
- OFFSHORE TAX PLANNING
Provided taxpayer advice on tax reporting responsibilities and implementing a business reorganization plan to simplify U.S. tax reporting issues for an offshore business enterprise and evaluating strategies to reduce taxpayer’s current U.S. tax liabilities.
- “EGG SHELL” AUDIT DEFENSE
Represented taxpayer in IRS audit involving allegations of failure to file accurate returns and report income.
- FAMILY OWNED BUSINESS SUCCESSION PLANNING
Represented multi-generational family with strategic reorganization of operating business and real estate investments allowing younger family members involved in the business to assume operating roles in specific businesses with oversight working toward the goal of eventually taking operational control, while other family members not actively involved in the family business were guaranteed a financial stake in the business and investments.
- PURCHASE OR SALE OF CLOSELY HELD BUSINESSES
Represented buyers or sellers in the sale of assets or equity in closely held business, including negotiating the letter of intent, negotiating representations and warranties, drafting the purchase or sales agreement, addressing securitization issues, transferring the assets or equity, and closing the deal.
- FORMING AND OPERATING CLOSELY HELD BUSINESSES
Assisted clients in choosing the correct business entity for their start up, drafted and filed entity formation documents, and documented governance choices related to critical business choices and operations.