Overview

Chris Brown is a tax attorney in Holland & Knight's Seattle office with 30 years of experience. His practice focuses on mergers and acquisitions (M&A) transactions, Section 1202 Qualified Small Business Stock (QSBS) and tax disputes involving the Washington State Department of Revenue.

In his transactional practice, Chris advises on the tax and economic terms of buy-side and sell-side transactions in industries including technology, aerospace, agriculture, food processing, medical practices and professional services. He has particular emphasis on creating deal structures that meet his client's intended economic goals, while also providing counsel on tax uncertainties and risk mitigation. He frequently helps clients resolve tax due diligence obstacles and tax issues that arise post-closing.

Regarding QSBS, Chris has written and spoken extensively on this topic. He frequently helps investors, entrepreneurs and operating companies navigate the intricacies of Section 1202 of the Internal Revenue Code, including in connection with exit and rollover transactions. His work at Holland & Knight involves helping operating companies transition into structures that meet Section 1202 tests. He also works with accountants and financial planners who advise individuals holding QSBS.

Finally, in the area of Washington state taxation, Chris often represents companies and individuals facing the unique complexities of Washington's tax system. Chris is a frequent speaker on the Washington capital gains and millionaire's tax. He also has considerable experience advising real estate developers and owners regarding Washington's real estate excise (REET) tax. He has specific experience addressing the REET tax in complex structures, along with payroll taxes, petroleum excise taxes, digital services tax and state apportionment issues.

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
  • The Best Lawyers in America guide, Tax Law, 2026, 2027
  • Chambers USA – America's Leading Lawyers for Business guide, Tax (Band 1), 2020-2026
  • Washington Super Lawyers magazine, Tax Law, 2018-2026

Publications

Speaking Engagements

News