Austin C. Carlson, CPA
Partner

My background in accounting and business law helps me break down the most complex tax concepts into plain language that clients can relate to and easily apply to their businesses. I also have the experience and resources necessary to handle a broad range of international tax matters for clients doing business abroad.  

As a business lawyer and CPA, Austin Carlson brings unique skills and perspectives to every area of his practice, which includes complex tax planning for domestic and international transactions, real estate fund and joint venture tax and corporate representation, and tax counsel on mergers and acquisitions. He helps companies (domestic and international) and individuals structure corporations, LLCs, partnerships and nonprofit entities, achieve their transactional tax and corporate planning goals, and successfully resolve tax controversies with the IRS and state taxing authorities. Austin also has substantial experience with all types of foreign account and income disclosure issues including the Streamlined Filing Compliance Procedures and Delinquent International Information Return Submission Procedures.

Many clients also rely on Austin as their outside general counsel. He advises small to mid-size companies on the entire range of problems and opportunities that impact their businesses, everything from day-to-day transactions and governance matters to dispute resolution, intellectual property protection and strategic planning. When issues go beyond his skill set, Austin connects his clients to other lawyers in the firm or outside professionals who can handle every detail and achieve the best result possible.

Austin has served as chair of the State Bar of Texas International Tax Committee since 2013, and as a board member of both the Texas Society of CPAs and the Houston CPA Society since 2015. He is also a regular speaker on tax issues at events sponsored by organizations across the state, including the Houston CPA Society, the Texas Society of CPAs, the State Bar of Texas, Keller Williams Realty, the Texas Medical Center Accelerator (TMCx), Rice University Jones School of Business and the University of Houston Law Center.

Representative Experience

International and Domestic U.S. Tax Controversy

  • Represented more than 500 taxpayers in foreign asset and income disclosure matters including Streamlined Filing Compliance Procedures cases, voluntary disclosures, disclosures pursuant to the Delinquent International Information Return Submission Procedures and Delinquent FBAR Submission Procedures.
  • Successfully abated more than $10,000,000 of IRS penalties including penalties for delinquent filing of Forms 3520, 3520-A, 8938, 8621, 5471, 5471, and FBARs.
  • Successfully represented a construction company in an IRS dispute over worker classification and achieved a $4.4 million reduction in liability.

Real Estate Joint Ventures

  • Primary deal lawyer handling acquisition of a controlling interest of a joint venture entity which owns the historic Mellie Esperson building located in downtown Houston.  
  • Assisted in the acquisition of a $126M stabilized commercial real estate portfolio in New Mexico.
  • Represented industrial real estate aggregator in creating several funds with capital commitments from private equity investors totaling more than $600,000,000.
  • Successfully represented sponsors of numerous small-midsized funds or single asset acquisition entities including creation of partnership agreements and structuring of tax efficient investment strategies for investors and sponsors.

Complex Domestic and International Transactional Tax Planning

  • Successfully assisted with structuring millions of dollars of inbound U.S. investment through creations of tax efficient U.S. investment structures for foreign companies doing business in the U.S. and foreign investors investing in U.S. real estate and other U.S. business ventures.
  • Advised on and closed millions of dollars of QOF investments including complex structuring transactions involving related parties, land already owned in QOZs, and cryptocurrency planning.
  • Represented a midstream developer in acquisition of LNG terminal assets in Nova Scotia, Canada from Australian company being liquidated in bankruptcy.
  • Represented a client in numerous 1031 exchanges involving transactions with several tax partnerships owning several multimillion dollars relinquished properties exchanging into several tenants in common interests in multimillion dollars replacement properties.
  • Represented a family office in the purchase of a 32,000-acre ranch in Briscoe County, Texas through a reverse 1031 exchange.

Tax Counsel on Mergers and Acquisitions

  • Represented a Houston-based cloud transformation technology services company with operations in the US and India in its sale to a Silicon Valley-based IT service management company.
  • Counsel to the sponsor of a special purpose acquisition company (“SPAC”) in the formation and capitalization of the sponsor and its role in the SPAC’s $100 million initial public offering.
  • Counsel to industrial and environmental services provider in a $65 million acquisition of all of the equity securities of a competitor, including a partial equity rollover by certain founders into the acquirer and the restatement of term and revolving credit facilities in order to fund the acquisition.
  • Represented management in connection with negotiation of a $100 million capital commitment by a private equity fund in a newly-formed partnership formed to invest in and provide development capital to renewable energy and energy storage projects in North America.
  • Represented the owner of title insurance company in connection with sale of company to publicly traded title insurance and real estate services company.
  • Represented mental health provider in $12 million stock sale to national private equity-backed practice.
  • Successfully represented Next Level Urgent Care LLC and Next Level Medical LLC in negotiating a $15 million minority interest investment by private-equity fund Family Alignment.
  • Represented a Houston-based construction company that has handled large civil construction projects for over 40 years in connection with a sale of all of its assets to a family-office equity fund.
Thought Leadership / News
September 17, 2021 
 Speeches and Presentations
Recent M&A Legislative and Caselaw Developments

Continuing Legal Education

June 17, 2021 
 Speeches and Presentations
Transactional Tax Magic

Texas Society of CPAs - Austin

Honors
  • Selected by his peers for inclusion in Woodward/White, Inc.'s The Best Lawyers in America "Ones to Watch" in the field of Tax Law (2021 - 2022)
  • Named a Rising Star by Texas Super Lawyers (a Thomson Reuters company) as published in Texas Monthly and Texas Super Lawyers magazines (2019 - 2022)
  • Named a Houstonia Magazine Top Lawyer in Houston (2018, 2020 - 2022)
  • Tax Section Leadership Academy Graduate (2016 - 2017) 
  • Recognized as a "Rising Star" by the Texas Society of CPAs (2015)
  • Houston CPA Society
    • Young CPA of the Year (2017)
    • Outstanding Speaker Award Recipient (2017)
    • Outstanding Committee Co-Chair of the Year (2014 - 2015)
    • Outstanding Committee Member of the Year (2013 - 2014)
Organizational Involvement
  • Texas Society of CPAs (2012 - present)
    • Board of Directors (June 2015 - present)
    • Federal Tax Policy Committee (2015 - 2020)
      • International Tax Subcommittee (2015 - 2018)
    • Relations with the IRS Committee (2013 - 2018)
  • Houston CPA Society
    • Board of Directors (June 2015 - 2019)
    • Bylaws Task Force Chair (2017 - 2018, 2022 - Present)
    • Membership Committee (2012 - present)
      • Vice Chair (2013 - 2014)
      • Chair (2014 - 2015)
  • State Bar of Texas
    • Tax Section (2012 - present)
    • International Tax Committee (2012 - present)
      • Vice Chair (2013)
      • Chair (2013 - 2018)
    • Tax Section Leadership Academy (2016 - 2017)
  • American Institute of CPAs
    • International Tax Technical Resource Panel (2017 - 2020)
Education
  • J.D., with honors, The University of Texas School of Law (2012)
  • M.S., Accounting (emphasis in Taxation), Texas A&M University (2009)
  • B.B.A., magna cum laude, Accounting, Texas A&M University (2009)
Bar Admission
  • Texas (2012)
Court Admission
  • United States Tax Court (2015)