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Professionals

Education

LL.M., Taxation, New York University School of Law, 1996

LL.M., Corporate Law, Taxation, Universidad Pompeu Fabra, 1994

J.D., Boston College Law School, 1991

A.B., Georgetown University, 1987

Admitted

Texas

New York

Connecticut

Massachusetts

District of Columbia

United States Court of Federal Claims

United States Tax Court

Languages

Jim Reardon is a partner in the corporate practice group and tax section of Porter Hedges with over twenty-eight years of experience representing private and public companies in corporate and tax matters. As a counselor to closely-held partnerships, limited liability companies, S corporations, and their owners, he assists businesses reduce or eliminate federal corporate income taxation and achieve both operational and transactional goals. As a counselor to publicly-traded corporations, he advises with respect to the consolidated return rules, tax-free reorganizations, recapitalizations, and withholding tax issues. His services include NOL preservation upon a change-of-control, consequences arising from cancellation or modification of debt, and the issuance of new debt or equity instruments to investors or creditors. He represents investment funds including private equity, real estate, infrastructure and mezzanine.

Jim advises foreign corporations making investments or conducting business in the United States with respect to U.S. tax issues such as the Foreign Investment in Real Property Tax Act, effectively connected income subject to U.S. income taxation, the branch profits tax, and dividend withholding tax. He advises foreign lenders with respect to the portfolio interest exemption and Foreign Account Tax Compliance Act. He also counsels U.S. corporations and their executives doing business or setting up legal entities overseas.

In the energy industry, Jim represents oil and gas companies making strategic acquisitions or divestitures. He provides personal and corporate income tax advice with respect to the extraction, transportation and processing of natural resources in the upstream, midstream and downstream sectors. He counsels owners with respect to tax attributes and elections applicable to joint ventures, dispositions, financings, IDCs, depletion, recapture, and like-kind exchanges. He has also advised E&P companies and investors on the acquisition of working interests, royalties, “cash and carry” transactions, and volumetric production payments, all with respect to shale assets in the United States.

His deep experience with domestic and international oil and gas trading allows him to advise clients with respect to financial products, physical commodities and cross-border withholding tax and transfer pricing issues where national tax authorities have focused on global trading and hedging operations in the energy industry.

Outside of the energy industry, Jim has structured partnership profit interests, non-qualified deferred compensation plans, and other executive compensation arrangements. He has also advised tax-exempt organizations form joint ventures with private companies, advised technology companies raising seed capital, and structured international licensing and distribution arrangements.

With the Internal Revenue Service and state tax authorities focused on raising revenue, Jim provides a full range of services to individual and corporate taxpayers who are undergoing audits or challenging assessments on appeal. His work includes eliminating interest and penalties and filing refund claims. He has counseled companies on how to implement legislative, regulatory and accounting changes that affect their businesses.

Representative Experience

Energy

  • Provided federal and state income tax advice with respect to sale of electric generating facilities
  • Structured sale of 100 percent of pipeline partnership interests for $1.2 billion
  • Represented publicly-traded oil field service company with respect to strategic purchases and sales of business units
  • Advised national electric power company with respect to state and local taxes
  • Advised master limited partnerships with respect to federal and state tax issues
  • Advised operators with respect to joint operating agreements and tax partnership provisions
  • Advised lenders with respect to reserve-based loans

Infrastructure

  • Represented public electric utility company in sale of nuclear power electric generating facilities
  • Represented Texas power company in purchase of electric generating facilities
  • Provided state tax advice to developer of toll roads in Texas
  • Represented developer of peak power generating facility in connection with equity investment and mezzanine debt financings
  • Represented developer of Hawaii solar energy project and manufacturer of solar equipment with respect to state and federal tax credits
  • Represented investors acquiring and trading in California carbon allowances and credits
  • Represented developer of geothermal properties in Nevada
  • Represented developer of petrochemical plant in Houston Ship Channel
  • Represented foreign investor with respect to the acquisition and renovation of an oil refinery in New Jersey
  • Represented taxpayers in various industries with respect to closure and decommissioning costs

International

  • Advised U.S. and foreign publicly-traded and private companies with respect to in-bound and out-bound strategic joint ventures, acquisitions and dispositions, including “cash-and-carry” transactions in the upstream sector
  • Advised foreign multinationals with respect to minimizing tax consequences with respect to the repatriation of capital and profits, establishment of U.S. branches or subsidiaries, tax treaty issues, and effective tax rate management
  • Advised foreign sovereign wealth fund with respect to oil concession in the Middle East
  • Advised U.S. life science companies with respect to foreign licensing, manufacturing and distribution arrangements
  • Advised U.S. multinational with respect to foreign tax credit management
  • Advised U.S. oil field service companies structure foreign investments and exit strategies taking advantage of tax treaty networks and check-the-box elections

Financial Institutions and Investment Funds

  • Represented publicly-traded bank holding companies with respect to tax-free acquisitive reorganizations
  • Advised investment partnership general partner on structuring profits interest
  • Formed $400 million private equity fund
  • Advised infrastructure project company with respect to senior debt, mezzanine debt and shareholder loans
  • Advised creditors' committee with respect to workout of distressed loans

Technology

  • Structured sale by an S corporation of all of its telecommunication assets to Berkshire Hathaway for $1.5 billion
  • Structured health care company's entry into the Middle East Region
  • Structured multinational oil field service company's acquisition and disposition of technology related businesses
  • Advised software companies with respect to global licensing agreements
  • Advised pharmaceutical companies with respect to global R&D, manufacturing, licensing and transfer pricing
  • Advised public hospital with respect to R&D joint venture with pharmaceutical company

Tax Controversy

  • Represented individual taxpayers at IRS appellate hearing, achieving favorable results
  • Represented oil and gas company at IRS appellate hearings, obtaining reversal of assessments of tax, interest and penalties
  • Represented foreign oil and gas company based in the Middle East with respect to IRS appellate hearings

Professional / Civic Affiliations

  • State Bar of Texas, Member
  • New York State Bar, Member
  • The Houston Tax Roundtable, Member
  • The International Tax Forum, Member

Recognition

Legalease, The Legal 500 United States, Domestic Tax: Central, 2014; Tax, 2012-2013; Bankruptcy Tax Specialist, Inside Turnarounds and Workouts, June, 2014.

News

Publications

Articles

Events

  • "Financing Oil and Gas Operations," ABA Midyear Tax Section Meeting, Panelist (01/30/15)
  • "Recent Developments in Cross Border Transactions and BEPS Proposals," 17th Annual Texas Bar International Tax Symposium (11/06/14)
  • "Production Payments," TexFed: Oil & Gas Tax Conference (11/04/14)
  • “Restructuring and M&A in the Energy Sector: Tools, Techniques, and Select Domestic and International Issues,” 11th Biennial Parker C. Fielder Oil and Gas Tax Conference (10/28/11)