Austin C. Carlson, JD, 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 corporate and tax counsel on M&A deals, complex corporate and tax planning for domestic and international transactions, and foreign account and income disclosure and penalty abatement issues including the Streamlined Filing Compliance Procedures and Delinquent International Information Return Submission Procedures. 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.

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.

Austin is currently on the leadership council of the Texas Society of CPAs. He has previously served as chair of the State Bar of Texas International Tax Committee, and as a board member of the Houston CPA Society. He is also a regular speaker on tax issues at events sponsored by organizations across the nation, including various state and local societies of CPAs and State Bar Associations. Locally, he is a frequent speaker at the Texas Medical Center Accelerator (TMCx), Rice University Jones School of Business and the University of Houston Law Center.

Representative Experience

Corporate and 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.

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 million 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.

Corporate and Tax Counsel on Real Estate Joint Ventures

  • Primary deal lawyer handling acquisition of a controlling interest of a joint venture entity that owns the historic Mellie Esperson building located in downtown Houston.  
  • Assisted in the acquisition of a $126 million 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 million.
  • 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 Corporate and 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 dollar replacement properties.
  • Represented a family office in the purchase of a 32,000-acre ranch in Briscoe County, Texas through a reverse 1031 exchange.
Thought Leadership / News
April 18, 2024 
 Speeches and Presentations
Doing Business in the United States: What You Need to Know About Tax Considerations for International Companies

Enterprise Europe Network

January 11, 2024 
 Speeches and Presentations
Qualified Opportunity Zone Update

Texas Society of CPAs - Houston Chapter

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 - 2024)
    • Up-and-Coming 100:Texas Rising Stars Top List (2024)
  • Named a Houstonia Magazine Top Lawyer in Houston (2018, 2020 - 2023)
  • 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)