Kroll, Daniel Photo

Our People

Daniel Kroll

Partner
Education
  • B.B.A., with distinction, University of Oklahoma, 1989
  • J.D., with highest honors, University of Oklahoma College of Law, Order of the Coif
    Member, Oklahoma Law Review, 1994

Dan Kroll continues his legal career in Gray Reed’s Houston office, leveraging more than two decades of broad experience to assist clients with needs ranging from federal income tax, to partnership and corporate law matters, to structuring and business issues facing the real estate industry from the developer’s perspective, as well as high net worth individuals. 

Dan advises individuals and companies on federal income tax issues related to a variety of transactions including joint venture formations, acquisitions, operations and dispositions.  He also advises sellers and buyers in transactions involving master limited partnerships (MLPs) and private equity funds.  Dan is experienced with the tax issues arising in structuring drilling partnerships and maximizing tax benefits to both the drillers and the investors.  Some of Dan’s specialized niches include the compensation of key employees using profits interests and phantom equity, and structuring investments by tax-exempt investors to minimize or avoid unrelated business taxable income (UBTI).

A former certified public accountant, Dan is an adjunct professor of law since 2006 at the University of Houston Law School, where he teaches federal income tax consequences of real estate investments and transactions to L.L.M. students.

Representative Experience

  • Hines Interests Limited Partnership – complex partnership arrangements such as structuring the acquisition, development, financing, refinancing and disposition of major office buildings and retail centers (including structures involving mezzanine and portfolio financing)
  • Sueba U.S.A. Corporation – structuring partnership arrangements in connection with the acquisition, development and financing of multifamily residential and commercial buildings and retail centers
  • Tellurian Investments Inc. – structuring and tax advice in connection with a tax free reverse subsidiary merger of a private liquefied natural gas manufacturing company into a publicly traded company

Partnership M&A

  • Corporate and tax planning for partnership formations, mergers, combinations and liquidations
  • Tax planning and drafting for asset and entity acquisitions and dispositions
  • Working with a variety of deferral techniques in acquisitions, mergers, operations and dispositions of partnerships and closely held businesses, including cash out mergers and disguised sales utilizing preformation capital expenditure planning

Joint Ventures

  • Corporate and tax structuring and planning for joint ventures and funds in a variety of industries, with particular emphasis in the real estate and energy industries
  • Dealing with disguised sales of property and partnership interests
  • Tax planning with promoted interests, debt-financed distributions and other distributions
  • Tax planning for state and local property and income taxes

Real Estate

  • Tax planning to avoid or minimize UBTI for tax-exempt investors
  • Determination of qualifying income for REITs and PTPs
  • Tax planning for outbound and inbound investments
  • Significant experience with complex areas including FIRPTA matters, dealer gain issues and installment sales
  • Structuring and tax planning for related party 1031 like-kind exchanges

Management Incentive Structures

  • Corporate and tax planning for and drafting of partnership agreements with management and employee partners
  • Issuing profits interests to key employees and service providers in a variety of industries under the safe harbor guidelines and otherwise
  • Tax planning and drafting of deferred compensation plans, bonus agreements and other phantom equity arrangements

Energy

  • Tax planning for mineral interest owners acquiring publicly traded MLP units in a cash out partnership merger
  • Using preformation capital expenditures to defer tax in connection with tax partnership formations
  • Tax planning in connection with private companies selling energy assets and businesses to private equity acquirers

Professional Activities, Memberships & Affiliations

  • Gray Reed Pro Bono Committee
  • Member, Houston Tax Roundtable (Vice President)
  • Member, International Council of Shopping Centers (ICSC)
  • Member, National Association of Real Estate Companies (NAREC)

Honors

  • Named a "Rising Star" (2004-2005) and a "Super Lawyer" (2017) by Texas Super Lawyers (a Thomson Reuters company) as published in Texas Monthly and Law & Politics magazines