Chris Brown

Practice Areas

Business & Finance

Mergers & Acquisitions

Taxation

Career

Chris Brown is an experienced mergers and acquisitions attorney with a focus on tax law. He counsels business clients on all aspects of major transactions, particularly related to tax structure, equity compensation and tax planning. He has helped clients in diverse fields, including technology, medical practices, agriculture, food processing, professional services, aerospace and alternative energy. Chris also serves as a general counsel to a number of businesses, providing guidance in corporate and LLC/partnership law matters.

Chris Brown’s practice focuses on mergers and acquisitions. He frequently advises clients on the tax and economic terms of M&A deals, with an emphasis on tax planning and deal implementation.

On the buy side, Chris advises both institutional investors and fund managers on key aspects of buy-side deal work, including the tax structure, spin-offs, mergers, rolled equity, incentive compensation, and various partnership tax issues. On the sell-side, Chris frequently advises clients that are preparing for an exit transaction. He advises selling parties on letter of intent terms, working capital, due diligence, tax planning for founders and other stakeholders, rolled equity, deferred compensation and state tax issues.

With 27 years of tax practice experience, Chris has gained broad knowledge in all aspects of federal income tax law, and routinely reviews a client’s overall tax and accounting systems in the context of major transactions. He also has considerable experience in managing tax disputes involving the IRS and Washington Department of Revenue along with contract claims related to tax issues in business transactions.

Chris has a particular interest in alternative energy. He has assisted several solar technology companies with tax and corporate law matters and with sell-side transaction planning. He has also advised a major utility on Washington state tax issues involving wind and hydro projects. He is a presenter on tax and legal issues related to alternative energy, particularly on changes of law and policy under the 2022 Inflation Reduction Act and under Washington law.

In addition to his tax practice, Chris serves as general counsel to a number of businesses, providing guidance in corporate, LLC and partnership law matters. He routinely advises on contract negotiation, joint ventures and equity compensation. In addition, Chris has extensive experience in LLC and partnership law, advising clients in complex voting and economic arrangements and drafting and negotiating LLC and partnership agreements.

Professional Memberships

Washington State Bar Association: Partnership and LLC Law Committee, 2006-present; Tax Section

American Bar Association: Section of Environment, Energy and Resources (Renewable, Alternative, and Distributed Energy Resources Committee)

Energy Bar Association

Seattle Tax Group, co-president

Adjunct Professor at the University of Washington School of Law Graduate Tax Program (Advanced Partnership Taxation), 2011-2015

Publications

Author, Washington Capital Gains Tax Supreme Ct Upholds State’s 7% Tax on Long-term Capital Gains, KTC Client Alert: Business and Tax Law, 2023

Author, Inflation Reduction Act Low Income Community Bonus Credits, KTC Client Alert: Solar Energy Law, 2023

Executive Editor (Tax Content), Washington Partnership and Limited Liability Company Deskbook, 3rd Edition (published by Washington State Bar Association)