Chris S. Brown

Chris Brown is a member of the firm’s Business and Finance practice group. His practice focuses on tax law, counseling businesses on various tax aspects of the Washington State Excise Tax, mergers & acquisitions, closely held businesses, and debt and equity instruments. Mr. Brown frequently counsels clients in major business transactions, handling sell-side tax issues such as tax elections and incentives, due diligence in connection with major acquisitive transactions, tax issues inherent in LLC recapitalizations and debt modifications, and serving as special tax counsel to provide additional tax guidance to buyers, sellers or executives.

In addition to his tax practice, Mr. Brown serves as general counsel to a number of businesses, providing guidance in corporate law matters. He routinely advises on contract negotiation, joint ventures and equity compensation, among other issues. In addition, Mr. Brown has extensive experience in LLC and partnership law, advising clients in complex voting and economic arrangements and drafting and negotiating LLC and partnership agreements.

Mr. Brown also represents taxpayers in disputes with the IRS and Washington Department of Revenue.

• Tax
• Mergers & Acquisitions
• Business & Finance

• Lead counsel in negotiation and closing of asset acquisition involving an environmental engineering company
• Special tax counsel to investment fund in purchase of majority stake in multiple real estate partnerships
• Special tax counsel to founders in a software company asset sale by a pass-through entity to a public company, with significant earn-out terms
• Tax counsel to exit sale by an entrepreneur to a public company buyer
• Represented purchasing corporation in addressing an unexpected post-closing sales tax liability; handled appeal and negotiated settlement with Washington Department of Revenue
• Represented public utility owner in settling a dispute with Washington Department of Revenue over excise taxes associated with a wind energy transaction
• Tax advisor to purchaser of a multi-state service business; primary negotiator of post-closing claims involving state and federal tax issues and favorable purchase price adjustment
• Advisor to U.S.-based distributor of medical products in the establishment of a U.S.-based joint venture with supplier based in China
• Tax advisor to financial service provider regarding roll-up acquisition by private equity fund; negotiation of new operating arrangement with P.E. fund and management group
• 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 LLC and limited partnership agreements, including review of hedge fund and other investment fund offering documents, conversion of LLCs into corporations, creation of new voting or management terms, drafting of complex distribution terms, and the revision of existing LLC agreements

• Adjunct Professor at the University of Washington School of Law Graduate Tax Program (Advanced Partnership Taxation), 2011-2015
• “The Tax Treatment of Bad Debts and the Discharge of Debt,” CLE, WSBA Tax Section, December 2014

• J.D., University of Washington School of Law, 1995
• B.A., Cornell University, 1988

• Washington State Bar

• Washington State Bar Association
  • Partnership and LLC Law Committee, 2006-present
  • Tax Section
  • Creditor/Debtor Rights Section
• American Bar Association
  • Tax Section
• Seattle Alternative Investment Association
  • Board Member, 2011
  • President, 2012-2013