Overview

Christopher S. Brown is a tax attorney in Holland & Knight's Seattle office. Mr. Brown focuses his practice on transactional tax and mergers and acquisitions (M&A). He frequently advises clients on the tax and economic terms of M&A deals, with an emphasis on tax planning and deal implementation.

Mr. Brown advises business clients on all aspects of major transactions, particularly related to tax structure, tax incentives (including qualified small business (QSB) stock), equity compensation and tax risk mitigation. His experience spans multiple industries, including technology, medical practices, agriculture, food processing, professional services, aerospace and renewable energy.

With 29 years of tax practice experience, Mr. Brown has gained broad knowledge of federal income tax law, particularly related to transactional matters. He also has experience in managing tax disputes involving the IRS and Washington Department of Revenue, along with contract disputes related to tax issues in business transactions.

On the buy side, Mr. Brown 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, he 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.

Mr. Brown has a particular interest in renewable energy. He has assisted several solar technology companies with tax and corporate law matters and in sell-side transaction planning. He has also advised a major utility on Washington state tax issues involving wind and hydro projects.

Representative Experience

  • Served as buy-side tax counsel to an investment fund's purchase of farming and food processing business from a Washington agricultural cooperative
  • Served as tax counsel in the majority-stake sale of an electric contractor business
  • Served as tax counsel for a buy-side fund acquiring an agricultural processing business
  • Served as lead counsel in the exit sale of a closely held printing company
  • Served as lead counsel in the negotiation and closing of an asset acquisition involving an environmental engineering company
  • Served as special tax counsel to the founders in a software company asset sale by a pass-through entity to a public company, with significant earn-out terms
  • Served as lead counsel in a debt workout arrangement involving an aerospace parts manufacturer
  • Served as tax counsel in the exit sale by an entrepreneur to a public company buyer
  • Represented a purchasing corporation in addressing an unexpected post-closing sales tax liability; handled appeal and negotiated settlement with the Washington Department of Revenue
  • Served as tax advisor to a purchaser of a multistate service business; primary negotiator of post-closing claims involving state and federal tax issues and favorable purchase price adjustment
  • Served as tax counsel to many executives in addressing tax and legal issues related to significant compensation events such as termination, change of control, acceleration of stock options and Section 409A and golden parachute matters
  • Numerous engagements involving the review, negotiation and drafting of tax and economic terms in limited liability company (LLC) and limited partnership (LP) agreements, including review of private equity fund and other investment fund agreements, conversion of LLCs into corporations, drafting of complex distribution terms and revision of existing LLC agreements

Credentials

Education
  • University of Washington School of Law, J.D.
  • Cornell University, B.A., Geology and Chinese Language
Bar Admissions/Licenses
  • Washington
Court Admissions
  • U.S. Tax Court
Memberships
  • Washington State Bar Association, Partnership and LLC Law Committee, 2007-2015; Taxation Section, 2015-2025
  • American Bar Association, Section of Environment, Energy and Resources (SEER), 2021-2025
  • Energy Bar Association, 2023-2025
  • Solar Washington Association, Board Member, 2024, 2025
  • Seattle Tax Group, Co-Chair, 2017-2024
  • Adjunct Professor, University of Washington School of Law Graduate Tax Program (Advanced Partnership Taxation), 2011-2015
Honors & Awards
  • Washington Super Lawyers magazine, Tax Law, 2018-2025
  • Chambers USA – America's Leading Lawyers for Business guide, Tax (Band 1), 2020-2024

Publications