CHRISTOPHER BROWN

Tax Attorney
(206) 676-7000

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Practice: Christopher Brown’s practice focuses on federal tax planning, particularly in the areas of start-up and emerging companies, investment funds, venture capital, and real estate. In addition to tax law, Chris also concentrates his practice on legal entity law (notably LLCs and partnerships) and the laws governing investment advisers.

Emerging Companies: Chris has significant experience representing entrepreneurs. He frequently meets with individuals who are in the very early stages of creating a new enterprise. Chris provides guidance on issues such as entity choice, equity compensation, board and management structure, and regulatory obstacles. Over the years, Chris has represented hundreds of start-ups and entrepreneurs in many different fields – including investment advisory businesses, professional services, software, health care, real estate development, and consumer products.

Alternative Investments: Chris has experience preparing hedge fund and other investment fund materials and advising investment advisers of their legal and fiduciary obligations under the Investment Advisers Act of 1940. He also assists investors (including individuals) in reviewing offering documents and explaining pertinent tax and legal issues.

Real Estate: Chris assists the Real Estate Asset Group in tax planning related to real estate transactions. His practice includes planning and drafting LLC agreements for real estate projects and advising on specific tax issues – such as 1031 exchanges, passive activity rules, debt restructuring, installment sales and the Washington real estate excise tax.

International Tax: Chris began his professional career in Silicon Valley and worked for three years in the international tax practice of PricewaterhouseCoopers. He has assisted many companies in planning cross-border transactions and setting up tax-efficient operating structures. Chris has provided counsel on tax-deferral structures (including Subpart F and PFIC issues), export incentives, international compensation issues, Social Security totalization, tax treaties, withholding, U.S.-inbound investment, and international tax reporting issues.

Representative Engagements:

• Served as tax counsel for numerous private financing transactions and buy-outs. Significant experience advising private companies and their shareholders in transactional tax issues, including the negotiation of tax representations and warranties, purchase price allocation, character of income questions, Section 338 elections, state and local tax matters, and tax risk assessment.
• Advised executives and companies regarding executive compensation, including golden parachute rules and deferred compensation.
• Advised public and private companies with foreign tax credit issues, including expense allocation, tax-deferral, and reporting matters.
• Worked with many closely-held companies in addressing succession planning. Provided guidance on stock redemption arrangements, shareholder agreements, corporate governance, fiduciary issues, and compensation.
• Assisted investment advisor in development of fund documents for a domestic hedge fund; provided guidance related to Investment Advisers Act, ERISA limitations, tax issues, and fiduciary and reporting requirements.
• Drafted tax and economic terms in numerous LLC and partnership arrangements, including complex real estate partnerships (involving low income housing and new markets tax credits) and operating joint ventures.

Garvey Schubert Barer, Seattle (Owner, 2005-2007; Associate, 1999-2005); PricewaterhouseCoopers, San Jose, California (Manager, International Tax, 1998-1999; Associate, 1996-1998); Ernst & Young, San Jose (Associate, 1995-1996).

Prior Experience: Prior to attending law school, Chris worked as a business and technology reporter in Hong Kong and Taiwan for four years. He was a contributor to Computerworld Hong Kong, Far East Economic Review and other business publications.

Professional Activities: Washington State Bar Association (Member since 1999); WSBA Partnership and LLC Law Committee; WSBA Tax Section (Executive Council member since 2005); American Bar Association (Member, Tax Section).

Speaking Engagements:

• Panelist, Business Law CLE Summit and Networking Event for Young Lawyers, March 5, 2009.
• Panelist, 2007 International Conference: Emerging International Tax Issues and Predictions for the Future, presented by the Washington Society of Certified Public Accountants, May 4, 2007.
• Speaker, Employment Law Essentials: Update Your Practice With Views From the Bench and Leading Practitioners: Emerging Tax Law Issues for Employment Attorneys, presented by the Washington State Bar Association, July 26, 2007.
• Periodic speaker and volunteer at University of Washington Foster School of Business, in the area of entrepreneurship studies, 2008 and 2009.

Education: Cornell University (B.A. 1988, Geology); University of Washington (J.D., 1995), Managing Editor – Production, Pacific Rim Law & Policy Journal.