Dan Baucum assists clients with business and tax planning and federal tax disputes. He has over 40 years private practice experience and is a noted tax practitioner for his work with LLCs, LPs, and S Corps.

Dan advises clients on business and tax issues affecting business acquisitions, sales, mergers, conversions, divisions, and other complex transactions, including like-kind exchanges and qualified small business stock (Section 1202) transactions. He also represents taxpayers in IRS disputes and Appeals, and at the IRS Chief Counsel’s Office in Washington, D.C. Dan consults with tax professionals on federal tax issues and IRS practice and has served as an advisory and testifying expert witness on federal tax matters.

Dan is an Adjunct Professor of Law at the Southern Methodist University School of Law and is a lecturer at Baylor Law School. While in Washington, D.C., Dan served as Special Assistant to the IRS Associate Chief Counsel (Passthroughs & Special Industries). He also taught IRS Practice as an Adjunct Professor in the Graduate Tax Law Program at Georgetown University’s Law Center.

Presentations and Published Writings

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

Need Tax Advice? Send Dan a Message

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.

Recognition, Honors, and 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 (2019-2024)
Texas Super Lawyers - Tax Law (2021 -2023)
D Magazine – Best Lawyers in Dallas, Taxation (2009, 2011, 2014, 2022, 2023)
Fort Worth Business Press – Power Lawyer (2014)
The Texas Lawyer – Five Top Notch Lawyers in Taxation (2012)

Representative Tax Planning and Controversies Matters


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.

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.

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.

“EGG SHELL” AUDIT DEFENSE
  • Represented taxpayer in IRS audit involving allegations of failure to file accurate returns and report income.

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.

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.

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.

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.

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.

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.

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.

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 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.

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 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.

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.

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.

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.

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.