William D. Elliott
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Professional Background



William D. Elliott represents businesses and their owners. Using innovative billing arrangements, Mr. Elliott believes that the business owner should be able to retain a lawyer on a fee basis that makes legal fees affordable and predictable, and creates an incentive for the lawyer to be efficient and attain the client goals on time and on budget. Finally, Mr. Elliott wants a fee arrangement that invites the client to seek legal counseling and consultation.

As an experienced tax lawyer, Mr. Elliott understands that taxes form a material part of most business decisions. Yet, the real world reality is that the business owner wants and needs legal expertise spanning a wider array of needs than just taxation. Therefore, Mr. Elliott’s twin board specializations of Taxation and Estate Planning & Probate equip Mr. Elliott to handle the business owner’s individual, family and business legal needs.

Tax Practice

Mr. Elliott’s tax experience is extensive. Representing taxpayers with disagreements with the IRS is a material part of his tax work. Also, his experience includes the full array of business transactions, such as the purchase and sale of business, reorganizations, management succession, buy-sell agreements, and other important milestones in the life of a business of which tax issues form a material part.

Estate Planning

Mr. Elliott’s estate planning experience is also extensive, including complex, large net worth clients, multi-generational estate planning, and private and public non-profit organizations. Of importance, Mr. Elliott believes a client is best served by his estate planning work coordinated with the business legal representation.


Texas Law, Texas Board of Legal Specialization
Estate Planning & Probate, Texas Board of Legal Specialization


Practice Areas

Representing Businesses and Owners
Estate Planning
Business Transactions
IRS Controversies


New York University School of Law, May 1974 – LLM (in Taxation)
Southern Methodist University School of Law, May 1973 – JD
Southeastern State College, Durant, OK, May 1970 – B.S. in Economics

Awards & Recognition

Fellow, American College of Tax Counsel
Former Chair of the Board, State Bar of Texas, 2005
Former Chair, Section of Taxation, State Bar of Texas, 1995
Stanley Scott Award, Dallas Chapter of CPAs, 2010
Dan Price Award, Texas Bar Foundation, 2008
Former President, SMU Law School Alumni Association
Supreme Court appearance, United States v. Rodgers, 461 U.S. 677 (1983)
Life Fellow, Texas Bar Foundation
College of State Bar (1989-present)

Public Service

Board Member, North Texas Tollroad Authority (appointed by Governor Perry January 2012)
Former Chair, Farmer’s Market Tax Increment Finance District, City of Dallas.
Former Board Member, Trinity River Authority (1989-1995)(appointed by Governor Clements)
Former Member, State of Texas Depository Board (1978-1982)(appointed by Governor Clements)
Leadership Dallas (1982)

Advise on acquisition of private aircraft with emphasis on minimizing state and local taxation on acquisition and operation of aircraft

Sports Business
Advise professional athlete on strategies in structuring business entity to minimize state and location taxation

Advise internet services company from start-up through sale, including particular attention to entity formation, sweat equity to key employees, and sale of company to Silicon Valley purchaser, including negotiation and documenting acquisition transaction and various restrictive covenants and employment agreements

Executive Compensation
Represent CEO candidate in hiring negotiations for large company, including negotiation and drafting of employment agreement, equity based compensation, and various restrictive covenants

Advise telecommunications company on national state and local tax implications of business formation and selection of location venue, including in-depth analysis and strategies on taxation of telecommunications and internet-based services by various state and municipal governments

Tax Controversy
Represent investors in large, hotly contested tax motivated investment (commonly know as a tax shelter) before the IRS

Food Services
Represent restaurant company as consulting general counsel with respect to various corporate and business issues, including expansion of restaurant locations, planning to minimize state franchise tax; organizing ownership of intellectual property incident to operation of business; advise on buy-out of minority partners

Tax Controversy
Represent taxpayer in seeking claim for refund and in subsequent litigation to obtain refund of penalties imposed by IRS in tax motivated investment

Estate Planning
Represent large, multi-generational agricultural based business family in an in-depth estate plan, including long-term dynasty trusts, family partnerships, private foundation and valuation issues

Criminal Tax
Served as tax counsel in advising taxpayers involved in allegations of failure to file returns and report income

Tax Controversy
Represent financial institution in challenges by IRS for failure of financial institution to comply with IRS levy

Executive Compensation
Advise top executives of financial institutions on issues involving tax and creditors’ rights issues involved in various funding and unfunded deferred compensation arrangements

Corporate Merger and Sale
Advised controlling group of community bank on strategies to prepare for sale of bank and formation of ESOP

Estate Planning
Advised multi-generation ranching family on estate planning issues arising from extensive holdings of ranch land through western U.S.

Corporate Asset Purchase
Represented manufacturing and technical services company on purchase of key technology and manufacturing processes for aviation industry, including negotiation and documenting of purchase and sale transaction, restrictive covenants

Acted as consulting general counsel in advising technology company on forming and operating a large scale direct sales organization

Represented estate of owner and operator of motels, with particular attention given to preparation and planning for estate tax return, negotiation of various creditors’ claims, including secured lenders

Represented estate of CEO of financial institution dying intestate

International Tax
Advised US resident in international business on international tax issues arising from retirement from employment, including issues of foreign withholding, drafting deferred compensation and severance arrangements

Corporation Merger and Sale
Represented and advised owner of wholesale building products on sale of company, including issues involving (1) uncooperative spouse of owner, (2) utilizing Chapter 11 proceeding to gain approval of sale, and (3) secured lenders

Tax Controversy
Represented and advised publicly held US based technology company on issues arising from aggravated IRS audit examination, including IRS summons

Tax Controversy
Represented widow in IRS litigation involving widow’s separate property rights


Federal Tax Collections, Liens and Levies, Warren Gorham & Lamont, New York, New York (2d. ed. 2014)
Texas Taxes Annotated, West Pub. Co. (2014) (co-authored with Scott Morris)

Recent Published Articles and Presentations

Authored, “Unrecorded Conveyances and Federal Tax Liens” CCH Taxes November 2014
Authored, “Notable Developments Affecting Tax Practice” CCH Taxes September 2014
Authored “Judge Irving L. Goldberg and the Federal Tax Law” Texas Tech Law Review Vol. 46, 849 (2014)
Authored, “Fifth Circuit 2014 Review: Federal Taxation” Texas Tech Law Review, Vol. 46 (2014)
Authored, “Tax Practice Concepts: Privacy” July 2014
Authored, “Selected Issues from the 2013 National Taxpayer Advocate Report” CCH Taxes May; 2014 and reprinted in CCH Journal of Tax Practice & Procedure April-May 2014
Authored, “Tax Collection Against Independent Contractors” CCH Taxes January 2014
Authored, “IRS as Claimant of Estate” CCH Taxes November 2013
Authored, “Just Say No: Criminal Issues Arising in Tax Collection” CCH Taxes September 2013 and reprinted in CCH Journal of Tax Practice & Procedure Oct-Nov 2013
Authored, “Fifth Circuit 2013 Review: Federal Taxation” Texas Tech Law Review, Vol. 45 (2013)
Authored, “IRS Foreclosure Power: Rodgers 30 Years Later” CCH Taxes July 2013
Authored, “Advising Clients Who Claim They Employ Independent Contractors” CCH Taxes May 2013
Authored, “Case Study: Boardwalk Motor Sports, Ltd.; Car Dealer, Bank, the IRS and a Ferrari” CCH Taxes March 2013
Authored, “The Risks of Owning Property with a Delinquent Taxpayer” CCH Taxes January 2013
Authored, CCH Taxes November 2012
Authored, “Potpourri of Tax Practice Issues” CCH Taxes September 2012
Authored, “Fifth Circuit 2012 Review: Federal Taxation” Texas Tech Law Review, Vol. 44 (2012)
Authored, “The Troublesome Transferee Liability” CCH Taxes July 2012
Authored, “IRS Setoff Rights: Resurrecting Time-Barred Tax Liabilities” CCH Taxes May 2012
Authored, “The OPR Investigation,” CCH Taxes January 2012.
Authored, “Naked Assessments,” CCH Taxes January 2012.
Presented, “Federal Tax Liens: How They Arise, What They Attach To, Competing Liens, Certificates, Withdrawals and CDP Requests,” Tax Alliance Conference, November 2, 2011.
Authored, “Taxpayer Advocate Report 2011 (sic 2010) Highlight Reel,” CCH Taxes November 2011.
Authored, “Heightened Awareness of Innocent Spouse Claims,” CCH Taxes September 2011.
Authored, “The Math or Clerical Error Exception,” CCH Taxes July 2011.
Authored, “Coping with a Nominee Lien,” CCH Taxes May 2011.
Authored, “IRS Collection in the Current Recession,” CCH Taxes March 2011.
Presented, “Representing Multiple Parties – Where Are We After the State Bar Referendum?”, 2011 University of Texas School of Law LLCs, LLPs, and Partnerships, July 15, 2011, with George W. Coleman, Bell Nunnally & Martin LLP, Dallas, TX.
Authored, “Reopening the Door: Disputing Tax Liability in a Collection Due Process Case,” CCH Taxes January 2011.
Authored, “Conflicts of Interest in Tax Practice,” CCH Taxes November 2010.
Authored, “IRS Collection Against Trusts: Trust Language Matters,” CCH Taxes September
Authored, “Assessment Irregularities,” CCH Taxes July 2010 and reprinted in CCH Tax Practice and Procedure September 2010.
Authored, “Loaning Money to a Delinquent Taxpayer,” 24 J. Taxation and Regulation of Financial Institutions, No. 1, Sept/Oct. 2010.
Authored, “Responding to a Federal Tax Levy: What Should a Financial Institution Do?,” 23 J. Taxation and Regulation of Financial Institutions , No. 6, July/August 2010.
Presented, “Navigating the Dangerous Waters of Multi-Party Representation in LLC and Partnership Deals, University of Texas School of Law 2010 Conference on Partnership and Limited Liability Companies, July 22-23, 2010, Austin, Texas.
Presented, “Ethics of Multi-Party Representation in a Business Formation and Termination,” Texas Bar CLE webcast, July 8, 2010 with George Coleman, Bell & Nunnally, Dallas.
Presented, “The Future of Law Practice,” Dallas Bar Association, Professionalism Committee, July 6, 2010, with George Coleman, Bell & Nunnally, Dallas.
Authored, “National Taxpayer Advocate’s 2009 Report to Congress: Important Information for the Tax Practitioner,” CCH Taxes, May 2010.
Authored, “Fifth Circuit Survey: Federal Taxation,” 42 Texas Tech L. Rev. No. 3 (Spring 2010).
Authored, “Divorcing Delinquent Taxpayers: Unrecorded and Thus Unrequited,” CCH Taxes, March 2010.
Presented, “Ethics and Risks of Changing Law Firms,” State Bar of Texas CLE Webcast, March 2010 (with Ophelia Camina)
Presented, “The Future of Ethics and Law Practice in a Flat World,” State Bar of Texas CLE Webcast, March 2010 (with Ophelia Camina, Susman Godfrey, Dallas)
Authored, “Ethics and Liability Issues of Multiparty Representation in Tax Practice,” CCH Taxes January 2010
Presented, “Ethics and Risks in Multi-Party Representation,” to Dallas Chapter of CPAs, February 2010; Dallas Bar Association Section of Taxation, December 2009 (with Dan Baucum), and State Bar of Texas CLE Webcast, October 2009 (with George Coleman), and Grayson County, Texas Bar Association, July 2009.
Authored, “Substitutes for Return,” CCH Taxes, November 2009
Authored, “Levies on Fixed and Determinable Income or Property,” CCH Taxes October 2009
Authored, “Purchasing Property from a Delinquent Taxpayer,” CCH Taxes, September 2009.
Ethics & Liability of Multi-Party Representation, TexasBarCLE webcast, with George Coleman, Sept. 27, 2009, with paper.
Forming Professional Services Firm, with Dan Baucum, State Bar of Texas Advanced Tax Institute August 2009 and State Bar of Texas Annual Meeting June 2009.
Purchasing Property From a Delinquent Taxpayer, September 2009 Taxes Magazine, Vol. 87, No. 8.
Authored, “Fifth Circuit Survey: Federal Taxation,” 41 Texas Tech L. Rev. No. 3 (Spring 2009).
Presented, “Forming Services Company,” State Bar of Texas Annual Meeting June 2009 (with Dan Baucum, Tina Green & George Coleman) and State Bar of Texas Advanced Tax Institute August 2009 (with Dan Baucum).
Authored, “Ethics and Risks in Multi-Party Representation,” CCH Taxes January 2009
Contributing author, Low Income Taxpayers Handbook (American Bar Association, 2009)
Presented, “Collection of Employment Taxes,” State Bar of Texas Advanced Tax Institute August 2008
Presentation, “Collection of Employment Taxes,” State Bar of Texas Advanced Tax Institute August 2008.
Chaired the 2008 Dallas Chapter of CPAs, Annual Free CPE Day, May 2008.
Presented, “Organizing Professional Services Company,” University of Texas Annual Partnership, LLC Institute, Austin, Texas May 2008 (with George Coleman).
Chaired and moderated webcast on “Texas Margin Tax” State Bar of Texas, August 2007.
Presented “Contributing Assets to a Partnership,” University of Texas Annual Partnership, LLC Institute, Austin, Texas May 2007.
Chaired panel discussion on “Facade and Easements Donations to Charity” to the American Bar Association, Section of Taxation, Real Estate Tax Committee, Ft. Lauderdale, FL, January 2007.
Co-authored and presented paper on “Estate Planning for Real Estate Owners” to the New York University School of Law Federal Tax Institute, San Diego, California November 2006.
Chaired panel discussion, “Estate Planning for Real Estate Owners” to the American Bar Association, Section of Taxation, Real Estate Tax Committee, Washington, D.C., May 2006.
Participated in panel discussion on “Collection Due Process Hearings and Offers in Compromise,” at the American Bar Association, Section of Taxation, Bankruptcy and Workout Committee, San Diego, California, January 2006.
Presented “Post-Mortem Estate Planning,” to the Dallas Chapter of Certified Public Accountants, Dallas, Texas, December 2005.
Participated in panel discussion on “IRS Expense Guidelines and Offers in Compromise,” at the American Bar Association, Section of Taxation, Bankruptcy and Workout Committee, Washington, D.C., May 2005.
Presented “Collection Procedures and Defenses,” Tarrant County Texas Bar Association, Estate and Gift Tax Committee, Fort Worth, Texas, May 2005.
Presented “Don’t Banks On It; Taxation of Contingent Legal Fees & Employment Tax Issues In 2004 Jobs Act” to Dallas Bar Association, Employment Law Section, Dallas, Texas, April 2005.
Chaired panel discussion, “Conservation Easements in Estate Planning,” to the American Bar Association, Section of Taxation, Real Estate Tax Committee, Boston, Massachusetts, October 2004.
Participated in closed circuit televised panel program, “The Tax Controversy Toolkit”, Accounting Continuing Education Network (ACPEN), August 2004.Tax Collection Issues Involving Partnerships, Journal of Asset Protection (July/August 1998)
“Criminal Issues Arising in Federal Tax Collection,” 73 Tax Notes 1345 (1996)