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Brian Gallagher is a partner in the Tax Practice Group of Davis & Gilbert where he concentrates his practice on income taxation. With over 30 years of experience, Mr. Gallagher advises clients on a wide range of domestic and international tax issues arising in the areas of taxable and tax-free mergers, acquisitions, dispositions, corporate restructurings, business formations and financings, and structuring inbound and outbound investments. He regularly advises clients on the income tax issues relating to limited liability companies, limited partnerships, hedge funds, Subchapter S corporations and real estate related investments and dispositions, including like kind exchanges.

Mr. Gallagher has extensive experience in the structuring of equity and debt instruments issued in public offerings and private placements in the United States and abroad. He also routinely provides tax advice and counsel to debtors and creditors concerning debt restructurings.

Mr. Gallagher represents clients in tax controversy matters in judicial proceedings as well as in administrative proceedings at all levels within the Internal Revenue Service and before state tax departments. He also represents various public charities, private foundations and trade associations in connection with formation and on-going governance issues.

Prior to joining Davis & Gilbert, Mr. Gallagher served as Chair of the Tax, Trusts and Estates practice at Thelen LLP.

REPRESENTATIVE ENGAGEMENTS

  • Represents various public and private advertising companies in their acquisition of United States-based advertising agencies.
  • Regularly represents clients in the formation and structuring of joint ventures in a variety of industries.
  • Provided United States tax advice in connection with the merger of two Israeli public companies.
  • Represents a private equity fund in the acquisition of minor league baseball franchises.
  • Represents hedge fund managers and private equity managers in fund formation.
  • Represented a restaurant management company in connection with management, joint venture and licensing agreements.
  • Represented a credit card processing company in connection with the structuring of its transfer of assets to a United States public company in a tax-free reorganization.
  • Regularly represents clients in the structuring of like-kind exchanges under Section 1031 of the Internal Revenue Code.
  • Represented a United States-based software company in its merger with a Canadian public company, trading on both NASDAQ and the Toronto Stock Exchange.
  • Represented a Canadian public company in connection with its domestication into a United States company that would trade on the Toronto Stock Exchange.
  • Represented cable television and cellular operators in connection with acquisition and sale transactions as well as joint ventures.
  • Represents entertainers and athletes in cross border tax planning matters.
  • Represented a private equity sponsored medical reference laboratory company in connection with the acquisition of seven medical laboratory companies.
  • Represented United States-based equity funds in connection with the acquisition of loan portfolios or defaulted loans from the Resolution Trust Company.
  • Represents various public charities, private foundations and trade associations in connection with formation and ongoing governance issues.

SPEAKING ENGAGEMENTS

"U.S. Taxation of Foreign Hockey Players," Kontinental Hockey League, February 4, 2011

"Forming & Advising Businesses," Best of...Bridge-The-Gap: Corporate & Litigation, City Bar Center for CLE, February 20, 2009

"Basics of Drafting LLC Agreements, LP Agreements and Shareholder Agreements," Thelen, LLP CLE Seminar Series, May 15, 2008

"Choice of Business Entities," Thelen, LLP CLE Seminar Series, January 29, 2007

"Exit Strategies," Brown Raysman Millstein Felder & Steiner, LLP CLE Seminar Series, March 10, 2006

"Incentive & Deferred Compensation Under the New Tax Law," New York City Bar Association, February 3, 2005

PUBLICATIONS

Co-Author, "Internet Vendors Now Face New Tax Obligations in Massachusetts," D&G Advertising, Marketing & Promotions Alert, October 2017

Author, "IRS Regulations Clarify Treatment of Self-Employment Tax of Partners," D&G Taxation Alert, May 2016

Author, "Are States Taking 'Jock Tax' Too Far?," Law360.com, August 26, 2015

Author, "Cleveland’s Jock Tax is Ruled Unconstitutional," D&G Entertainment, Media & Sports Alert, May 2015

Co-Author, "2014 Employment-Based Tax Credits Available for New York Employers," D&G Taxation Alert, March 2014

Co-Author, "Governor Signs Nonprofit Revitalization Act of 2013 Into Law," D&G Corporate Alert, February 2014

Author, “Congress Passes American Taxpayer Relief Act of 2012,” D&G Taxation Alert, January 2013

Author, “Income Tax Increases Loom in 2013,” D&G Taxation Alert, August 2012

Author, "IRS Announces Voluntary Settlement Program On Worker Classifications," D&G Taxation Alert, September 2011

Author, "New York State Amazon Law Upheld on Appeal," D&G Taxation Alert, November 2010 

Author, "New York State Supreme Court Upholds Constitutionality of New York State Sales Tax Statute," D&G Taxation Alert, January 28, 2009

PRESS

Quoted, The New York Times: Wealth Matters, "Owning a Ranch Offers Returns Beyond the Financial," by Paul Sullivan, July 30, 2011

PROFESSIONAL MEMBERSHIPS/AFFILIATIONS

New York State Bar Association

BAR ADMISSIONS

New York
United States Tax Court

EDUCATION

New York University, LL.M Taxation, 1986
St. John’s University, J.D., 1981
Georgetown University, B.S. B.A., with departmental honors, 1978


REPRESENTATIVE ENGAGEMENTS

  • Represents various public and private advertising companies in their acquisition of United States-based advertising agencies.
  • Regularly represents clients in the formation and structuring of joint ventures in a variety of industries.
  • Provided United States tax advice in connection with the merger of two Israeli public companies.
  • Represents a private equity fund in the acquisition of minor league baseball franchises.
  • Represents hedge fund managers and private equity managers in fund formation.
  • Represented a restaurant management company in connection with management, joint venture and licensing agreements.
  • Represented a credit card processing company in connection with the structuring of its transfer of assets to a United States public company in a tax-free reorganization.
  • Regularly represents clients in the structuring of like-kind exchanges under Section 1031 of the Internal Revenue Code.
  • Represented a United States-based software company in its merger with a Canadian public company, trading on both NASDAQ and the Toronto Stock Exchange.
  • Represented a Canadian public company in connection with its domestication into a United States company that would trade on the Toronto Stock Exchange.
  • Represented cable television and cellular operators in connection with acquisition and sale transactions as well as joint ventures.
  • Represents entertainers and athletes in cross border tax planning matters.
  • Represented a private equity sponsored medical reference laboratory company in connection with the acquisition of seven medical laboratory companies.
  • Represented United States-based equity funds in connection with the acquisition of loan portfolios or defaulted loans from the Resolution Trust Company.
  • Represents various public charities, private foundations and trade associations in connection with formation and ongoing governance issues.

SPEAKING ENGAGEMENTS

"U.S. Taxation of Foreign Hockey Players," Kontinental Hockey League, February 4, 2011

"Forming & Advising Businesses," Best of...Bridge-The-Gap: Corporate & Litigation, City Bar Center for CLE, February 20, 2009

"Basics of Drafting LLC Agreements, LP Agreements and Shareholder Agreements," Thelen, LLP CLE Seminar Series, May 15, 2008

"Choice of Business Entities," Thelen, LLP CLE Seminar Series, January 29, 2007

"Exit Strategies," Brown Raysman Millstein Felder & Steiner, LLP CLE Seminar Series, March 10, 2006

"Incentive & Deferred Compensation Under the New Tax Law," New York City Bar Association, February 3, 2005

PUBLICATIONS

Co-Author, "Internet Vendors Now Face New Tax Obligations in Massachusetts," D&G Advertising, Marketing & Promotions Alert, October 2017

Author, "IRS Regulations Clarify Treatment of Self-Employment Tax of Partners," D&G Taxation Alert, May 2016

Author, "Are States Taking 'Jock Tax' Too Far?," Law360.com, August 26, 2015

Author, "Cleveland’s Jock Tax is Ruled Unconstitutional," D&G Entertainment, Media & Sports Alert, May 2015

Co-Author, "2014 Employment-Based Tax Credits Available for New York Employers," D&G Taxation Alert, March 2014

Co-Author, "Governor Signs Nonprofit Revitalization Act of 2013 Into Law," D&G Corporate Alert, February 2014

Author, “Congress Passes American Taxpayer Relief Act of 2012,” D&G Taxation Alert, January 2013

Author, “Income Tax Increases Loom in 2013,” D&G Taxation Alert, August 2012

Author, "IRS Announces Voluntary Settlement Program On Worker Classifications," D&G Taxation Alert, September 2011

Author, "New York State Amazon Law Upheld on Appeal," D&G Taxation Alert, November 2010 

Author, "New York State Supreme Court Upholds Constitutionality of New York State Sales Tax Statute," D&G Taxation Alert, January 28, 2009

PRESS

Quoted, The New York Times: Wealth Matters, "Owning a Ranch Offers Returns Beyond the Financial," by Paul Sullivan, July 30, 2011

PROFESSIONAL MEMBERSHIPS/AFFILIATIONS

New York State Bar Association

BAR ADMISSIONS

New York
United States Tax Court

EDUCATION

New York University, LL.M Taxation, 1986
St. John’s University, J.D., 1981
Georgetown University, B.S. B.A., with departmental honors, 1978