Dan Kroll
Partner, Tax Practice Group Leader

The most rewarding part of my practice is working with business owners who have a personal stake in every decision we make together. I have a strong understanding of their businesses and the unique tax efficiencies available in different entity and transaction structures. Once I know what’s most important to my clients, I can brainstorm various ways to structure deals, maximize tax savings and protect them from risk.

Dan Kroll serves as Gray Reed's Tax Practice Group Leader. Dan is a corporate and tax lawyer with more than two decades of broad experience. He assists clients with diverse needs ranging from inbound and outbound federal income tax planning, to partnership and corporate law matters, to structuring and business issues impacting the real estate industry from the perspective of developers, middle-market businesses and high-net-worth individuals. Whether his client is a global developer negotiating a complex property acquisition or a family partnership selling its business to a private equity fund, Dan focuses on learning each client’s unique objectives and designing the best strategy to close the deal and maximize tax efficiency.

Dan advises clients across many industries on the federal income tax consequences of a variety of transactions, including joint venture formations, acquisitions, operations and dispositions. He is also experienced in resolving the tax issues arising in structuring drilling partnerships and maximizing tax benefits to both the drillers and the investors. Some of Dan’s unique practice niches include creating key employee compensation initiatives using profits interests and phantom equity, and structuring investments by tax-exempt investors to minimize or avoid unrelated business taxable income (UBTI).

Dan has negotiated and structured numerous private equity transactions, including representation of both buyers and sellers in deals involving master limited partnerships (MLPs) and private equity funds. He has handled an increasing number of private equity acquisitions from the seller’s perspective, advising business owners on appropriate sales price, tax incentives, rollover equity, employment agreements and much more.

Dan is also helping clients assess the impact of the 2017 federal tax law changes on their specific businesses, with a focus on the new carried interest rules, long-term capital gains treatment and reevaluation of clients’ entity and transaction structuring to ensure maximum tax efficiency moving forward.

A former CPA at a Big Four accounting firm, Dan has been an adjunct law professor at the University of Houston Law Center since 2006, 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

Private Equity

  • Counsel to Tri-State Vacuum and Rental in connection with its acquisition of Key Energy's Haynesville shale waste water management division, and the financing of the acquisition provided via seller financing and an equity investment by CIC Partners, a Dallas-based private equity firm
  • Counsel to founders of environmental remediation, waste storage, transportation and disposal services company in $88 million sale of a majority equity stake to a private equity fund, including a part equity sale and rollover by the founders, earn-out arrangements and formation of a complex partnership to govern the newly-formed parent company
  • Counsel to a provider of laboratory testing services for oil and gas wells, produced fluids and production and completion chemicals in $15 million recapitalization and investment by a private equity fund

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


  • 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
Thought Leadership / News
  • Named a "Super Lawyer" (2017 - 2019, 2021 - 2023) and a "Rising Star" (2004 - 2005) by Texas Super Lawyers (a Thomson Reuters company) as published in Texas Monthly
  • Named a Houstonia Magazine Top Lawyer in Houston (2018, 2020,2022-2023)
Organizational Involvement
  • Gray Reed Pro Bono Committee
  • Vice President, Houston Tax Roundtable
  • International Council of Shopping Centers (ICSC)
  • National Association of Real Estate Companies (NAREC)
  • J.D., with highest honors, University of Oklahoma College of Law, Order of the Coif
    Member, Oklahoma Law Review (1994)
  • B.B.A., with distinction, University of Oklahoma (1989)
Bar Admission
  • Texas