Bryan S. Smith
Bryan is a partner with the firm's Corporate practice.
Bryan Smith has experience in many aspects of federal income tax, including mergers and acquisitions, international and cross-border transactions, executive compensation, public and private offerings, joint ventures, real estate investment trusts (REITs), real estate and leasing transactions, and federal tax controversies.
Areas of focus
Education & Credentials
Education
- Seattle University School of Law, J.D., magna cum laude, Research & Technical Editor, Seattle University Law Review, 1995
- Seattle Pacific University, B.A., 1992
Bar and Court Admissions
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Washington
Related Employment
- Deloitte & Touche L.L.P., Seattle, WA, Manager, Tax Department, 1995-2000
- Eisenhower & Carlson, Tacoma, WA, Rule 9 Intern and Summer Associate, 1994-1995
- Connolly, Holm, Tacon & Meserve, Olympia, WA, Summer Associate, 1993-1994
Professional Recognition
Named "Lawyer of the Year," for Tax Law by Best Lawyers in America, 2020, 2024
Listed in Best Lawyers in America: Tax Law, 2013-2024
Listed in Chambers USA "American's Leading Lawyers" for Tax, 2007, 2019-2024
Listed in Washington Law & Politics, "Rising Stars of Washington Law," 2008
Insights
News
Professional Experience
Federal Tax
Acquisitions and Restructuring
$150 million acquisition of U.S. corporation with substantial European operations, and related restructuring; development and negotiation of tax-efficient structure for substantial investment by private equity fund in professional corporation.
Executive Compensation
Structuring of tax-efficient LLC equity plans; analysis and negotiation of golden parachute tax provisions of employment contracts and acquisition documents; analysis of issues relating to incentive and nonqualified stock options and other compensation arrangements.
International Transactions
$300 million acquisition of Canadian corporation by U.S. corporation; restructuring of foreign corporation to avoid status as a passive foreign investment company in connection with securities offering.
Palomar Capital Advisors Ltd. Investment in Mantacor Energy LLC
Represented Palomar Capital Advisors Ltd., a private equity firm based in Zurich, Switzerland, in connection with its initial US$15 million investment in Mantacor Energy LLC, an oil and gas exploration and production company focused on the D-J (Denver-Julesburg) Basin of Colorado and the San Juan Basin in New Mexico.
REIT Representation
Representation of a large REIT with significant European operations, including analysis of foreign acquisitions, joint ventures and intercompany transactions; development and negotiation of complex private REIT structures; REIT counsel in connection with sale of public REIT for total consideration in excess of $3 billion.
Representation Before IRS
Successful defense of taxpayer against IRS assertion of tax liability in excess of $200 million.
Subsidiary Sale
Sale of corporate subsidiary for consideration in excess of $1 billion in a transaction governed by Section 338(h)(10).