Gary R. Huffman
2200 Pennsylvania Avenue NW
Suite 500 West
Washington, D.C. 20037
To be a really effective tax lawyer, you have to have a very high level of technical competence but also be able to contextualize matters for your clients—to explain complex tax issues in a way that makes sense so that they can make the right business decisions. I love working with my clients to help them do that. Gary Huffman’s practice focuses on domestic and international tax planning, tax transactions, and litigation, with an emphasis on partnerships, financial products and natural resources. For more than 30 years, Gary has advised major multinational corporations, including some of the world’s largest banks and oil and gas exploration and production companies, on inbound and outbound cross-border transactions. He has a depth of experience in handling the tax aspects of structuring and raising capital for master limited partnerships (MLPs). Gary has led major corporate acquisitions, dispositions, and spin-off transactions, and has structured countless strategic alliances and joint ventures around the globe.
Gary frequently resolves disputes for his clients before matters wind up in court. He shares his wisdom and strategies for success not only with clients, but with students at Georgetown University Law Center’s LLM program, where he has taught advanced partnership taxation for more than 20 years. Gary is also a regular speaker with the Practicing Law Institute, and has addressed audiences at the National Institute of Tax Professionals, the Tax Executives Institute, the Texas Federal Tax Institute, and the Southern Federal Tax Institute. Gary is a co-author of the treatise Federal Taxation of Partnerships and Partners (4th ed.).
Experience Highlights
Marathon Petroleum Corporation, the controlling owner of MLPX LP and Andeavor Logistics LP, as special tax counsel in MPLX LP’s $14 billion acquisition of Andeavor Logistics LP, creating a combined midstream and logistics MLP with an estimated $55 billion enterprise value
Energy Transfer Partners in the $60 billion merger with Energy Transfer Equity in a unit-for-unit exchange
Global Atlantic Financial Group in the $1.175 billion acquisition from Southern Power of a 33 percent minority interest in its solar portfolio (comprised of 26 operating solar facilities representing approximately 1.7 gigawatts of capacity)
International Paper Co. in the transfer of its $1.8 billion North American consumer packaging business to a joint venture with Graphic Packaging Corp.
Anadarko Petroleum Corporation in its issuance of $460 million of Tangible Equity Units
Sunoco Logistics Partners LP in its $20 billion merger with Energy Transfer Partners in a unit-for-unit transaction
A large international energy company in the spin-off of its California oil and gas business into an independent and separately traded company
Marathon Oil Corporation in the spin-off of midstream and refining assets into Marathon Petroleum Corporation
Special Tax Counsel to Hess Midstream Partners in its $391 million initial public offering
Western Gas Partners LP in its initial public offering of 7.5 million common units
Oil States International in the $2.6 billion spin-off of its accommodations business into Civeo Corporation
Energy XXI in its $2.3 billion acquisition of EPL Oil & Gas Inc., creating the largest publicly traded independent oil and gas producer on the Gulf of Mexico Shelf
(U.S. Tax Ct.) – Lead trial counsel for supermajor oil and gas company in partnership tax issues arising from divestment of joint venture agreement
(IRS Audit) – Representing multinational conglomerate in examination of partnership basis items
(U.S. Tax Court) – Represented Marathon Petroleum Company in a series of cases involving the distribution of shares to a partner in partial redemption; Taxpayer won a total victory as the IRS conceded 100% of the $1 billion taxable gain at issue
(Fast Track Settlement) – Obtained favorable settlement of dispute in which IRS challenged a $4.4 billion increase in asset basis resulting from a partnership restructuring
(U.S. Tax Ct.) – Currently handling $740 million novel tax case involving a facial challenge to the validity of the IRS’s Partnership Anti-Abuse regulation
(IRS Appeals) – Successfully resolved $200 million dispute regarding tax treatment to partnership related to disposition of a major league baseball franchise
(U.S. Tax Court); (IRS Appeals) – Obtained favorable settlement of $80 million issue for our client to achieve an increased step-up in its basis in certain oil and gas leases as a result of complex partnership calculations
(Del.); (Del. Ch.) – Represented Energy Transfer Equity, LP in Delaware Chancery Court in litigation over termination of merger agreement with The Williams Companies based on failure of condition precedent relating to the provision of a tax opinion under Section 721 of the Internal Revenue Code; trial result for Energy Transfer affirmed by Delaware Supreme Court
(U.S. Tax Court); (IRS Appeals) – Represented a Fortune 500 company in a matter involving the deduction of a $5.15 billion settlement payment made to a bankruptcy trust on behalf of a former subsidiary for environmental liabilities
Credentials
- The University of Texas at Austin School of Law, J.D., 1988 (Order of the Coif)
- The University of Illinois, B.S., Accounting with high honors, 1985
- Legal 500 U.S., Domestic Tax, 2015; Tax: International Tax, 2014, 2019, 2021, and 2022; Tax Controversy, 2013–2015; Tax: U.S. Taxes: Non-Contentious, 2018, 2021–2023; Tax: U.S. Taxes–Contentious, 2020–2023
- Chambers USA, Tax (District of Columbia), 2015 and 2018
- The Best Lawyers in America© (BL Rankings, LLC), Tax Law (Washington), 2020–2024
- District of Columbia
- Texas
- U.S. Tax Courts
- InsightOctober 9, 2023
V&E Tax Update
- Rankings & AwardsAugust 21, 2023
- Deals & CasesJune 15, 2023
- Rankings & AwardsJune 12, 2023
- InsightMarch 2, 2023
- Deals & CasesNovember 21, 2022
- Rankings & AwardsAugust 18, 2022
- Deals & CasesAugust 17, 2022
- Rankings & AwardsJune 16, 2022
- Deals & CasesMarch 1, 2022
- Deals & CasesAugust 3, 2021
- Deals & CasesJanuary 13, 2021
- InsightApril 26, 2019
- “Hot Topics in Partnerships & LLCs,” ABA Midyear Tax Meeting, February 4, 2022 (panelist)
- “Advanced Basis Issues: Impact of Liabilities,” PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2021 Part One: The Structural Framework of Subchapter K, May 10, 2021 (speaker)
- “Advanced Basis Issues: Impact of Liabilities,” PLI Tax Planning for Domestic Foreign Partnerships LLCs Joint Ventures Other Strategic Alliances, April 30, 2019 (presenter)
- “The New Limitation on the Deduction for Business Interest Expense Under Section 163(j),” Tax Executives Institute TEI 2019 Mid-Year Conference, April 1, 2019 (panelist)
- “Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2018 (New York),” May 15, 2018 (speaker)
- “Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2018 (Chicago),” May 1, 2018 (speaker)
- “An Update on Tax Reform and Its Implications in 2018,” Energy Series, V&E Houston Office, February 13, 2018 (speaker)
- “New Proposed Regulations for BBA Partnership Audits Allow for Push Out Elections in Tiered Partnerships,” V&E Tax Update E-communication, December 19, 2017 (co-author)
- “The New Era of Partnerships As Taxpayers,” American Investment Council, September 28, 2017, (co-author)
- “A Greek Company Mines for Magnesite and Strikes Gold for Inbound Investors,” V&E Tax Update E-communication, July 17, 2017 (co-author)
- “7-Eleven Asset Acquisition,” Corporate Counsel Magazine, July 2017 (co-author)
- “New Disguised Sale Guidance Presents Major Change for Partnership Transactions,” V&E Tax Update E-communication, October 4, 2016 (co-author)
- Federal Taxation of Partnerships and Partners, Warren, Gorham & Lamont, 4th edition, 2007 (co-author)
- “Analyzing Tax-Related Provisions of Partnership Agreements From the Perspective of the Lawyer Who Drafts Them and the Accountant Who Has to Live With Them,” Southern Federal Tax Institute, October 2014 (co-author)
- “Tiers in Your Eyes: Peeling Back the Layers on Tiered Partnerships,” Taxes – The Tax Magazine, vol. 86, no. 3: 179-220; 258-260, March 2008 (co-author)
- “Partnership Dispositions of Stock in Controlled Foreign Corporations,” Tax Notes, vol. 110, no. 11: 1319-1344, March 2006 (co-author)
- “Analysis of the Administration’s Partnership Proposals,” Tax Notes, vol. 84, no 1: 103-140, July 1999 (author)
- “Oil & Gas Industry,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, 2017
- “Oil & Gas Industry,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, 2016
- “Dramatic Changes to Partnership Audit Rules and Their Implications for Existing Partnerships,” V&E Tax Update E-communication, November 5, 2015 (co-author)
- “Oil & Gas Industry,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, 2015
- “Non-Compensatory Partnership Options, Convertibles, Recapitalizations and Similar Transactions,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, New York, New York, May 20, 2014
- “Special Issues of Tiered Partnerships,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, New York, New York, May 22, 2014
- “Taxation of Mining Partnerships,” 22nd Annual Ernst & Young LLP Taxation of Mining Operations Conference, New Orleans, Louisiana, November 14, 2013
- “Trends in Energy Transactions,” V&E Client Presentation, Houston, Texas, November 7, 2013
- “Non-Compensatory Partnership Options,” 29th Annual Texas Federal Tax Institute, San Antonio, Texas, June 7, 2013
- “Non-Compensatory Partnership Options, Convertibles, Recapitalizations and Similar Transactions,” PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, New York, New York, May 21, 2013