Kevin Thomason
Partner
214-506-1121
214-506-1122
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VCard

Professional Background

Education:

J.D., 1979, cum laude, SMU Dedman School of Law; Hatton W. Sumners Scholar; Order of the Coif
B.S. in Accounting, 1976, summa cum laude, Oklahoma Christian College.

Admitted to State Bar of Texas: November 1979

Scope of Legal Practice

Kevin focuses on the representation of clients in tax matters. He provides advice and counseling on partnership, corporate, and real estate tax issues, with an emphasis on REITs, master limited partnerships, and like-kind exchanges. He also advises on wealth preservation and estate planning matters and provides general counsel to businesses in multiple sectors.

Bar Association Activities

State Bar of Texas:

Member, Section of Taxation (present)
Chair, Section of Taxation (2007-2008)
Chair-Elect, Section of Taxation (2006-2007)
Secretary, Section of Taxation (2005-2006)
Treasurer, Section of Taxation (2004-2005)
Council Member, Section of Taxation (1994-1997 & 2002-2004)
Chair & Vice-Chair, Partnerships and Real Estate Tax Commission (1994-1997)

American Bar Association:

Member, Section of Taxation, Real Estate Committee (2000 – present)
Chair, Section of Taxation, Real Estate Committee (2007 – 2009)
Vice-Chair, Section of Taxation, Real Estate Committee (2003-2007)
Chair, Section of Taxation, Subcommittee on Estate Planning Issues (2000-2004)
Member, Section of Taxation, Partnerships and LLCs Committee (2000 – present)
Chair, Section of Taxation, Subcommittee on Contiuning Legal Education (2002 – 2003)

Dallas Bar Association:

Member, Section of Taxation (present)
Chair, Section of Taxation (2003)
Vice-Chair, Section of Taxation (2002)
Council Member, Section of Taxation (2003)

Other Professional Activities:

President, Texas Federal Tax Institute (2012-present)
Vice Chair and Moderator, Texas Federal Tax Institute (1997-present)
Fellow, Texas Bar Foundation (2007)
Fellow, American College of Tax Counsel (2008)

Distinctions/Honors:

The Best Lawyers in America® by Woodward/White Inc. (Tax Law) (2006-2013)
Chambers USA by Chambers & Partners (Tax Law) (2009-2010)
Texas Super Lawyers® by Thomson Reuters (Tax, Estate Planning & Probate, Real Estate) (2003-2004, 2006-2013)
Best Lawyers in Dallas, D Magazine (2008, 2012 and 2013)
Best Business Lawyers in Dallas (Tax), D Magazine (2009, 2012 and 2013)


CIVIC AND OTHER

Director, CitySquare (2007-present)
Director, Dallas For Children (1995-2005)
Chairman of the Board of Directors, Dallas For Children (1995-1998)


ADMISSIONS

Texas, 1979
U.S. Dist. Ct., N. Dist. Texas, 1982
U.S. Tax Ct., 1982


PRIOR EXPERIENCE

Attorney-Advisor to the Honorable William A. Goffe, United States Tax Court, 1979-1981

Representative Transactions

Devised a structure whereby a historic Texas ranching family could shuffle ownership of $100 million of ranches among them in a tax-free manner using IRC Section 1031.

Creatively used a Delaware Statutory Trust (DST) to allow 15 partners of a family partnership to each execute his or her own like kind exchange upon the sale of $50 million of water rights and fee interests.

Planned and executed like kind exchanges where taxpayers exchanged raw land and developed real estate for publicly traded royalty trust units and delivered opinions regarding same.

Recommended and executed multiple “drop-and-swap” and “synthetic drop-and-swap” transactions facilitating like kind exchanges where partners had differing objectives.

Counselled partners, one of whom wanted to do a like kind exchange and the remainder of whom desired to cash out in a sale, to utilize a “partnership installment note” or “PIN” structure to accomplish the varied objectives.

Advised clients regarding the use of reverse exchange structures (safe harbor, non-safe harbor and Bartell versions), including the parking of tenant-in-common (TIC) interests, for real estate, oil and gas interests and aircraft.

Created multi-generation estate plan and assisted family in engaging an investment advisor and in finding a real estate advisor who helped the family acquire investment grade real estate.

Engineered the split-up of incompatible shareholders of a farm-owning corporation utilizing a tax-free “D” reorganization and delivered an opinion regarding same.

Facilitated the tax-deferred sale of a corporate business utilizing a “C” reorganization.

Combined corporate and partnership lighting distributorships in a tax-free fashion.

Provided tax advice to an oil and gas E & P company regarding disposing of its assets utilizing a “leveraged partnership” structure.

Advised executives in the oil and gas business in negotiations with a private equity firm regarding its funding of a partnership which the executives would manage and in which they would receive equity.

Represented over 1,100 investors in the Delaware bankruptcy of a TIC syndicator, extricating their properties from bankruptcy in less than four months.
Utilized TIC and DST structures to acquire properties and to dispose of them in tax-efficient fashion.

Provided general counsel services to a nationally prominent developer of senior housing.

Counselled multiple executives and entrepreneurs on wealth, estate and succession planning.

Prepared tax discussions and opinions for syndicated TIC and DST offerings.

Negotiated the sale to private equity of a business that delivers advertising to TV stations over the Internet and tracks usage of same for advertisers.

Publications and Presentations

“The Hottest Topic in 1031 Exchanges: Drop & Swaps,” Midland Odessa Business and Estate Council, Midland, Texas, November 2014

“Like Kind Exchanges in the Oil and Gas Industry,” with Todd D. Keator and Lou Weller, Texas Federal Tax Institute NYC Oil & Gas Taxation Conference, New York, New York, November 2014

“Partnership Exchanges: A Continuing Saga,” with Lou Weller, Jeremiah Long Memorial National Conference on Like-Kind Exchanges Under I.R.C. Section 1031 I.R.C., Phoenix, Arizona, October 2014

“DSTs and TICs in the Post-Meltdown World,” with Daniel F. Cullen and Lou Weller, Jeremiah Long Memorial National Conference on Like-Kind Exchanges Under I.R.C. Section 1031 I.R.C., Phoenix, Arizona, October 2014

“Oil & Gas,” with Holly T. Belanger and Adam M. Handler, Jeremiah Long Memorial National Conference on Like-Kind Exchanges Under I.R.C. Section 1031 I.R.C., Phoenix, Arizona, October 2014

“Tax Planning for LLC and Partnership 1031 Exchanges (aka “Drop & Swaps”),” with Todd D. Keator, University of Texas CLE Conference on LLCs and Partnerships, Austin Texas, July 2014

“Like-Kind: What Law Applies?,” with Mary Foster and Lou Weller, Jeremiah Long Memorial National Conference on Like-Kind Exchanges Under I. R. C. Section 1031 I.R.C., Phoenix, Arizona, October 2013

“Partnership Wars,” with Robert D. Schachat, Jeremiah Long Memorial National Conference on Like-Kind Exchanges Under I. R. C. Section 1031 I.R.C., Phoenix, Arizona, October 2013

“Drafting of Cash Distribution and Tax Allocation Provisions,” with Christopher Alan Cunningham, University of Texas CLE Conference on LLCs and Partnerships, Austin, Texas, July 2013

“What's Hot in Section 1031,” Denton Bar Association, Real Estate, Probate and Tax Law Section, Denton, Texas, April 2013

“Partnership and TIC Workouts,” 11th Annual Oregon Tax Institute, June 2011

“IRS Offers Lenience for Beleaguered Tenant-in-Common Investors,” with Todd D. Keator, Real Estate Taxation, 4th Quarter, November 2010

“Partnership and Real Estate Workouts and Debt Restructurings,” with Fred T. Witt, 69th Institute on Federal Taxation, New York University, San Diego, California, November 2010

“Carried Interests: Carry On As Usual,” with Barbara S. de Marigny, University of Texas CLE Conference on LLCs and Partnerships, Austin, Texas, July 2010

“Section 704(c) - A Primer, Practical Applications and Three Pitfalls To Avoid,” with Peter J. Genz, 26th Annual Texas Federal Tax Institute, San Antonio, Texas, June 2010

“TIC Meltdowns - How They Happened, What We Did, and What We Learned,” 10th Annual Oregon Tax Institute, Portland, Oregon, June 2010

“Meltdowns in the Section 1031 Neighborhood,” 25th Annual Texas Federal Tax Institute, San Antonio, Texas, June 2009

“Troubled TICs - The Rev. Proc. Meets the Downturn,” Moderator, Panel Discussion, Real Estate Committee Program, May Meeting of the Section of Taxation of the American Bar Association, Washington, DC, May 2009

“Patented Tax Strategies: The Beginning--and the End?,” Tax Executives Institute Dallas Chapter Meeting, Dallas, Texas, November 2008

“What's Hot in Section 1031,” Dallas Bar Association, Tax Section, Dallas, Texas, October 2008

“Section 1031 Exchanges: Special Issues/Oil and Gas Transactions,” 57th Tulane Tax Institute, New Orleans, Louisiana, September 2008

“What's Hot in Section 1301,” Seventeenth Annual Institute on Estate Planning, Amarillo, Texas, April 2008

“Acquisitions and Dispositions of Oil and Gas Properties,” Panelist, Panel discussion, Parker C. Fielder Oil and Gas Tax Conference, Houston, Texas, October 2007

“How To Keep The TIC's From Biting,” 42nd Annual Southern Federal Tax Insitute, Atlanta, Georgia, October 2007

“Patenting Tax Strategies: Killin' the Snake,” with Patrick L. O'Daniel, State Bar of Texas Advanced Tax Law Course, Houston, Texas, August 2007

“Compensatory Partnership Interests,” with Patrick L. O'Daniel and William P. Bowers, Univ. of Texas CLE Conference on Partnerships, Limited Partnerships, and LLCs, Austin, Texas, July 2007

“Patented Tax Strategies,” Dallas Bar Association Tax Section, Dallas, Texas, March 2007

“Planning Under The Often Overlooked At-Risk Rules, Including The Impact of the Hubert Case,” 65th Institute on Federal Taxation, New York University, San Diego, California, November 2006

“What's Hot In Section 1031?,” Dallas CPA Society, Dallas, Texas, November 2006

“Partnership Interests for Services: The Proposed Regulations,” Dallas CPA Society, Dallas, Texas, November 2006

“Introduction To Petroleum and Mineral 1031 Exchanges: Oil & Gas TIC Boot Camp,” Panelist, Panel Discussion, The Inaugural Texas IMN Tenant-In-Common Transactions Forum, Dallas, Texas, November 2006

“What's Hot in Section 1031?,” 54th Annual Taxation Conference, University of Texas CLE, Houston, Texas, November 2006

“What Impact are TIC Buyers Having on the Metroplex Investment Market?,” Moderator, Panel Discussion, 5th Annual RealShare Dallas, Dallas, Texas, October 2006

“Exchanges of Oil and Gas Properties,” Moderator, Panel Discussion, Real Estate Committee Program, Fall Meeting of the Section of Taxation of the American Bar Association, October 2006

“Yield Enhancements in Today's TIC Market,” Panelist, Panel Discussion, 2006 Tenants-In-Common Association Annual Conference, Las Vegas, Nevada, October 2006 Sponsors Forum, Panelist, Panel Discussion, 2006 Tenants-In-Common Association Annual Conference, Las Vegas, Nevada, October 2006

“So You Want To Invest In A TIC Deal?,” reprinted in Texas Real Estate Business, October 2006

“Proposed Regulations - Sections 83 & 721: Partnership Interests for Services,” with Ronald C. Kalteyer, State Bar of Texas Advanced Tax Law Course, Dallas, Texas, September 2006

“Damage Control: When a Deal Doesn't Go as Planned,” Panelist, RealShare TIC, San Francisco, California, August 2006

“Black Box or Pandora's Box - What's in Third Party Due Diligence Reports, What Are Their Purposes, Who Are They For and Why?,” Panelist, Panel Discussion, OMNI Brokerage Fall Conference, Midway, Utah, August 2006

“Who'd a Thunk it? Pitfalls for New Sponsors,” TICTALK, April 2006

“So You Want To Be A Sponsor? ,” Moderator, Panel Discussion, Tenant-In-Common Association 3rd Annual Symposium, San Diego, California, March 2006

“Partnership Equity for Services,” Tarrant County Bar Association, Tax and Estate Planning Section, Fort Worth Texas, February 2006

“So Your Client Wants to Invest in a TIC Deal,” Moderator, Panel Discussion, Real Estate Committee Program, Midyear Meeting of the Section of Taxation of the American Bar Association, San Diego, California, January 2006

“TICs and DSTs: The Cutting Edge of Like-Kind Exchanges,” 52nd Annual Texas CPA Tax Institute, San Antonio and Dallas, Texas, November 2005

“TIC Update: The Future of TICs and How They're Helping Solve 1031 Exchange Investors' Replacement Property Challenges,” Panel Discussion, RealShare Houston, Houston, TX, November 2005

“What's Next for the TIC Business,” Moderator, Panel Discussion, RealShare Dallas, Dallas, Texas, November 2005

“Alphabet Soup Entities,” AICPA National Real Estate Conference, Las Vegas, Nevada, October 2005

“Like-Kind Exchanges: TICs and DSTs, an Update,” with William P. Bowers, International Council of Shopping Centers, Phoenix, Arizona, October 2005

“Hot Tax Topics: Understanding the IRS and TICs,” 2005 Tenants-In-Common Association Annual Conference, Las Vegas, Nevada, October 2005

“Overview and History of TICs, Basics of TICs,” with Louis S. Weller, Anatomy of a TIC, Texas A&M University Real Estate Center, Dallas and Houston, Texas, September 2005

“Like-Kind Exchanges: TICs and DSTs, an Update,” August 2005

“Partnership Tax Update,” University of Texas CLE Conference on Partnerships, Limited Partnerships, and LLCs, Austin, Texas, July 2005

“Like-Kind Exchanges: Update, TICs and DSTs,” State Bar of Texas Advanced Real Estate Law Course, San Antonio, Texas, July 2005

“Tenancy-in-Common Syndications: The Unanswered Questions,” Moderator, Panel Discussion, 21st Annual Texas Federal Tax Institute, San Antonio, Texas, June 2005

“The American Jobs Creation Act of 2004 and Circular 230,” Program Chair, State Bar of Texas, Dallas, Texas, April 2005

“The Evolution of TICs and Section 1031,” Moderator, Panel Discussion, Real Estate Committee Program, Midyear Meeting of the Section of Taxation of the American Bar Association, San Diego, California, January 2005

“Tax Strategies Using Like-Kind Exchanges,” Professional Education Systems Institute, Dallas and Houston, Texas, December 2004

“Goodwill Hunting: The Use of Personal Goodwill and Other Planning Techniques in the Sale of Businesses,” 2004 Texas Society of CPAs Tax Institute, Dallas and San Antonio, TX, November 2004

“Hot Topics in Taxation - What a Shopping Center Lawyer Needs to Know About Tenancy-in-Common Exchanges,” with William P. Bowers, 2004 ICSC U. S. Shopping Center Law Conference, Hollywood, Florida, October 2004

“The Next Big Thing...The Who, What, Where, Why & How of Tenant-in-Common Investing...and How It Could Impact the Investment Market,” Moderator, Panel Discussion, RealShare Dallas, Dallas, Texas, October 2004

“The Life Cycle of a 1031/TIC Transaction,” Panelist, Triple Net Properties, LLC, 1031 Symposium, Las Vegas, Nevada, September 2004

“Practical Planning for Tenancy-in-Common (TIC) Exchanges,” with Anthony Thompson and Louis Rogers, Section of Taxation of the American Bar Association Teleconference, July 2004

“Mergers, Acquisitions, and Conversions with Partnerships and LLCs,” with Mike. Pierce, University of Texas CLE Conf. on Partnerships, Limited Partnerships, and LLCs, Austin, Texas, July 2004

“Use 1031 Exchanges to Invest In TIC Properties,” Commercial Mortgage Insight, May 2004

“Goodwill Hunting,” Financial Planning, May 2004

“Current Developments,” Moderator, Panel Discussion, Partnership Committee Program 2004 Meeting of the American Bar Association Tax Section, Washington, D.C., May 2004

“1031 Exchange Update: Legal Issues Dealing with 1031 Exchanges,” IBA Real Estate Networking Conference, Harvey Hotel, Irving, Texas, February 6-7, 2004

“Partnership Options: The Regulations at Last,” 62nd Institute on Federal Taxation, New York University, San Francisco, California, November 2003

“Partnerships/LLC's: Options,” Philadelphia Tax Conference, Philadelphia, Pennsylvania, October 2003

“Tax Strategies Using Like-Kind Exchanges,” with Bradley C. Borden, Professional Education Systems Institute, LLC, Dallas, Houston, and Austin, Texas, September 2003

“A Practical Guide for the Rest of us on the Tax Treatment of Options in Partnerships and LLCs,” University of Texas CLE Law, Austin, Texas, July 2003

“Tax Issues, Including 1031s and Entity Choices,” Advanced Real Estate Law Course, San Antonio, Texas, July 2003

“Partnership Options: The Proposed Regs,” Moderator, Panel Discussion, Partnership Committee Program 2003 Meeting of the American Bar Association Tax Section, Washington, D.C., May 2003

“The Triumph of Policy: The Proposed Partnership Options Regulations,” Co-Authored with John Maxfield, Journal of Passthrough Entities, March-April 2003

“Partnership Options and Related Instruments,” 61st Institute on Federal Taxation, New York University, San Diego, California, November 2002

“Partnership Options,” Moderator, Panel Discussion, Partnerships Committee Program, Fall Meeting of the American Bar Association Tax Section, Los Angeles, California, October 2002

“Entity Characteristics,” Texas Wesleyan, October 2002

“Navigating the Maze of Partnership Options and Profits Interests,” State Bar of Texas Advanced Tax Law Course 2002; Houston, Texas, September 2002

“The Myth of the Capital Shift,” Journal of Passthrough Entities, September-October 2002

“Estate Tax Phase Out and Repeal: What It Means for Real Estate Tax Lawyers,” Moderator, Panel Discussion, Real Estate Committee Program, 2002 Meeting of the American Bar Association Tax Section, Washington, D.C., May 2002

“Report on Partnership Options Project,” Moderator, Panel Discussion, Partnerships Committee Program, 2002 Meeting of the American Bar Association Tax Section, Washington, D.C., May 2002

“Estate Planning for Real Estate after Bush I,” Moderator, Panel Discussion, Real Estate Committee Program, 2002 Midyear Meeting of the American Bar Association Tax Section, New Orleans, Louisiana, January 2002

“Remember the Lock Box,” Texas Lawyer, December 2001

“The Federal Income Tax Treatment of Partnership Options,” Dallas Bar Association Tax Section, October 2001

“Avoid Tax Legally with 1031 Exchanges,” Dallas Business Journal, August 10-16, 2001

“Treatment of Options in the Partnership and LLC Context: Report of the LLC Subcommittee on its Government Submission,” Panel Discussion, Partnerships Committee Program, 2001 Annual Meeting of American Bar Association Tax Section, Chicago, Illinois, August 2001

“Reverse Like-Kind Exchanges: Analysis of New 'Safe Harbor' Rev. Proc. 2000-37,” with William A. Kramer, Advanced Real Estate Law Course 2001, Houston, Texas, July 2001

“Reverse Like-Kind Exchanges: Analysis of New 'Safe Harbor' Rev. Proc. 2000-37,” with William A. Kramer, Advanced Real Estate Law Course 2001, Dallas, Texas, June 2001

“The Taxation of Partnership Options,” 17th Annual Texas Federal Tax Institute, June 2001

“How Will Estate Tax Repeal or Reform Affect Real Estate?,” Moderator, Panel Discussion, Real Estate Committee Program, Meeting of the American Bar Association Tax Section, Washington, D.C., May 2001

“Plays Well With Others: IRS Amends Rules and Eases Reverse-Exchange Game,” Co-Authored with William A. Kramer, Texas Lawyer, January 2001

“Reverse Like-Kind Exchanges: Analysis of New 'Safe Harbor' Rev. Proc. 2000-37,” with William A. Kramer, Dallas Bar Association Tax Section, Dallas, Texas, December 2000

“Redefining Income from Discharge of Indebtedness,” 9th Annual Advanced Institute for Partnership and Real Estate Tax Planning, Dallas, Texas, January 1993

“Federal Tax Deductions,” Warren Gorham & Lamont, 1983