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Brent C. Gardner Jr.
Thanksgiving Tower, Suite 3000
1601 Elm Street
Area(s) of Expertise
Brent Gardner advises clients with respect to tax controversy resolution, including litigation and litigation avoidance. Mr. Gardner has experience with state and federal tax controversies and represents both businesses and individuals.
In addition to his tax controversy practice, Mr. Gardner counsels public and private companies regarding their existing operations, with particular emphasis on mergers, acquisitions and reorganizations. Since 2013, he has also co-taught International Tax at Southern Methodist University's Dedman School of Law.
Clients and Matters
Mr. Gardner’s representative experience includes:
Federal Tax Controversies and Litigation
- Second-chair in Tax Court trial of Rent-A-Center, Inc. and Affiliated Subs. v. Comm’r (2014) – taxpayer prevailed on all issues; was entitled to deduct premiums paid to captive insurance company.
- Obtained 98% concession from IRS in $50 million refund claim by Japanese publicly-traded company – issues included informal claims for refund and secondary transfer pricing adjustments under Rev. Proc. 99-32.
- Obtained full concession from Department of Justice in penalty refund litigation in federal District Court.
- Represented various clients in IRS audits, including on issues related to international tax reporting and withholding tax.
- Obtained retroactive Section 9100 relief in midst of IRS audit, resolving all issues and avoiding any tax adjustment.
- Advised client regarding Tax Court litigation involving deduction for charitable contribution of conservation easement.
- Represented client in Tax Court litigation involving basis in an S corporation and other issues.
- Represented client in Tax Court litigation involving TEFRA partnership issues and related penalties – involved jurisdictional issues of first impression.
- Advised clients on foreign bank account and foreign asset reporting obligations.
State and Local Tax Controversies and Litigation
- Briefed the appeal in Sturgis Air One, L.L.C. v. Harris County Appraisal District (14th Tex. App. 2011) – appeal of district court’s order granting motion for summary judgment of property tax dispute involving interstate tax allocation of the value of a private jet; appeal decided on briefs.
- Briefed the appeal in Swonke and Goodrich v. First Colony Community Services Association, Inc (14th Tex. App. 2010) – appeal decided on briefs; obtained full reversal of district court’s order, including order granting motion for summary judgment (not a tax case).
- Successfully represented private university in property tax dispute involving university’s entitlement to full exemption for undeveloped property.
- Successfully represented manufacturing client in sales tax audit – full reversal of auditor’s position that contracts were not exempt from sales tax.
- Represented client in litigation before State Office of Administrative Hearings administrative law judge with respect to application of sales tax exemption – involved matter of first impression.
- Represented large publicly traded client in Texas franchise tax dispute involving unified reporting by affiliates.
- Represented public charity in property tax refund litigation.
Transactions and Tax Planning
- Advised publicly-traded non-U.S. company in connection with claims of its U.S. affiliates for approximately $440 million in worthless stock deductions.
- Advised large privately-held chemical manufacturer with respect to corporate structure and transfer pricing issues.
- Advised private and publicly traded companies on corporate structure and entity selection, use of NOLs, original issue discount, related party transactions, cancelation of indebtedness income, stock-for-debt exchanges, issuance of stock warrants, contributions of capital, unrelated business taxable income, corporate reorganizations under sections 355 and 368, and application of various tax treaties.
- Drafted various opinion letters, representation letters, and SEC registration statements related to taxable and tax-free mergers, acquisitions, and reorganizations.
- Drafted partnership and LLC agreements, asset acquisition documents, public offering disclosure statements, and board resolutions.
- Drafted request for private letter ruling on issue of charitable contribution of a conservation easement by a partnership.
- Drafted request for private letter ruling regarding deductibility of interior improvements to an office building.
- Performed due diligence; conducted extensive document review in English and Portuguese.
- Advised low-income housing charity with respect to public support issues and treatment of grants from public charities.
- Advised home-owner’s association on issues related to unrelated business taxable income on sale of sole asset.
- Advised charitable organizations on the tax consequences of divestment of over $10 million and the enforceability of donor pledges to contribute property.
- Advised Texas nonprofit corporation on effects of retroactive revocation of section 501(c)(3) status, including application of excess benefit treatment under the Internal Revenue Code and continued operations under state law.
- LL.M. in Taxation, New York University School of Law (2008)
- J.D., University of Iowa College of Law, with distinction (2006)
- B.S., Arizona State University, magna cum laude (2004)
- Member, Beta Gamma Sigma
Publications and Speeches
- Author, The Comptroller’s Franchise Tax Guidance Related to Depreciation Recapture Should Be Clarified, Tex. Tax. Law., Fall 2014.
- Co-Author, All That Glitters Is Not Gold ... Entering Into and Enforcing Charitable Pledges in Texas, Tex. Tax. Law., Winter 2010.
- Co-Author, Bringing It All Back Home: Unreported Offshore Assets (presented at 57th Annual University of Texas Taxation Conference) (November 2009).
- Co-Author, FIN 48 and Related Privilege Issues (presented at 56th Annual University of Texas Taxation Conference) (November 2008).
- Co-Presenter with Val J. Albright, Address at the Dallas CPA Society Convergence 2014 Conference: Current Trends and Traps in Federal Tax Controversies (May 2014).
- Presenter, Doing Business Overseas: Choice of Entities & Overlay of Treaties, Bloomberg BNA Intermediate U.S. International Tax (July 2013).
- Co-Presenter with Val J. Albright and Michael J. Donohue, Current Trends and Traps in Federal Tax Controversies, UHY Advisors Inc. (June 2013).
- Co-Presenter with Val J. Albright, Current Trends and Traps in Federal Tax Controversies, Wagner Eubank & Nichols (June 2013).
- Co-Presenter with Val J. Albright and Michael J. Donohue, Current Trends and Traps in Federal Tax Controversies, Lane Gorman Trubitt PLLC (August 2012).
- Co-Presenter with John Woodruff, Permanent Establishment, Tax Executives Institute - Houston Chapter International Roundtable (March 2012).
- Co-Presenter with Val J. Albright, Transfer Pricing Controversy and Competent Authority, BNA Tax & Accounting Council for International Tax Education (July 2011).
- Admitted to practice before:
- Texas State Courts
- U.S. District Court for the Northern District of Texas
- U.S. District Court for the Southern District of Texas
- U.S. Court of Federal Claims
- U.S. Tax Court
- Member, State Bar of Texas
- Vice Chair, Tax Controversy Committee
- Member, Dallas Bar Association