Mark A. Melton

Mark Melton is co-chair of Holland & Knight's Tax, Executive Compensation and Benefits Practice Group and a certified public accountant (CPA) who brings legal and in-house tax experience to complex transactions and investment structures. He advises private equity funds, hedge funds, real estate and debt funds, founders, investors and operating businesses on the federal income tax aspects of fund formation, investments, acquisitions and exits. Having begun his career as a fund tax manager for a multibillion-dollar international private equity group, Mark brings an in-house understanding of how tax structure affects investment returns, reporting and investor relations.

Mergers and Acquisitions

Mark advises private equity sponsors, strategic buyers, founders and sellers on the tax aspects of acquisitions, dispositions and recapitalizations, from initial structuring through closing. His work includes leveraged buyouts, taxable and tax-deferred structures, rollover equity, F reorganizations and Umbrella Partnership C Corporation (Up-C) structures. He also advises on special purpose acquisition company (SPAC) and de-SPAC transactions and public company going-private transactions.

Partnership Tax

Partnership taxation under Subchapter K is a core component of Mark's practice. He advises investment funds, joint ventures and operating partnerships on formations, allocations and capital accounts, distributions and disguised sales, profits interests and carried interest, basis adjustments and partnership mergers, divisions and restructurings. Mark has structured large domestic and international private equity funds with U.S. and foreign investors. He regularly addresses tax considerations involving sovereign wealth funds, tax-exempt organizations, international organizations and other institutional investors.

Qualified Small Business Stock

Mark has a national practice advising founders, investors, funds and acquirers on Section 1202 Qualified Small Business Stock (QSBS), including qualifying for and preserving the exclusion. He advises on limited liability company (LLC) and partnership conversions to C corporations, pre-sale restructurings, redemptions, reorganizations and other QSBS transfers, as well as gross assets and basis questions. Mark's work also encompasses planning under the expanded QSBS benefits enacted in 2025. He writes and speaks frequently on Section 1202 developments.

REITs and Real Estate

Mark advises fund sponsors and private investors on the use of real estate investment trusts (REITs) in real estate and debt fund structures. He advises on private REIT formation and qualification, structures for foreign and tax-exempt investors, and the formation, acquisition and disposition of domestically controlled REITs. Mark also advises on real estate investment and development transactions and joint ventures.

Mark is a Fellow of the American College of Tax Counsel and is recognized by Chambers USA (Tax, Texas), The Best Lawyers in America and The Legal 500. He is active in civic and community organizations in Dallas.