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James D. "Jim" Reardon
Partner
1111 Bagby Street
Suite 2100
Houston, TX 77002
Suite 900
Washington, D.C., 20001
Jim has more than 34 years of experience representing public and private companies in corporate and tax matters. He is a trusted counselor to management and shareholders, and helps businesses reduce or eliminate federal corporate income taxation and achieve both operational and transactional goals. His experience includes representing clients in front of the Internal Revenue...
Jim has more than 34 years of experience representing public and private companies in corporate and tax matters. He is a trusted counselor to management and shareholders, and helps businesses reduce or eliminate federal corporate income taxation and achieve both operational and transactional goals. His experience includes representing clients in front of the Internal Revenue Service in Tax Controversy matters, before the Treasury Department in obtaining private letter rulings, and with state and local tax authorities.
As an advisor to publicly traded corporations, he advises regarding 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 counsels companies on how to qualify for renewable energy tax credits under the Inflation Reduction Act of 2022 (“IRA”), which permits federal tax credits to be transferred from a project company to a buyer for cash.
Counsel on International Matters
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.
Counsel for the Energy Industry
In the energy industry, Jim represents sponsors and developers of renewable energy projects with respect to sale-leaseback and partnership flip structures, as well as qualifications for claiming production tax credits and investment tax credits. His deep experience allows him to advise clients with respect to monetizing tax credits under the IRA.
Counsel Outside the Energy Industry
Outside of the energy industry, Jim structures partnership profit interests, non-qualified deferred compensation plans, and other executive compensation arrangements. He also advises tax-exempt organizations regarding forming joint ventures with private companies, advises technology companies raising seed capital, and assists with structured international licensing and distribution arrangements.
Service in Tax Controversy matters, before the Treasury Department in obtaining private letter rulings, and with state and local tax authorities.
As an advisor to publicly traded corporations, he advises regarding 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 counsels companies on how to qualify for renewable energy tax credits under the Inflation Reduction Act of 2022 (“IRA”), which permits federal tax credits to be transferred from a project company to a buyer for cash.
Counsel on International Matters
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.
Counsel for the Energy Industry
In the energy industry, Jim represents sponsors and developers of renewable energy projects with respect to sale-leaseback and partnership flip structures, as well as qualifications for claiming production tax credits and investment tax credits. His deep experience allows him to advise clients with respect to monetizing tax credits under the IRA.
Counsel Outside the Energy Industry
Outside of the energy industry, Jim structures partnership profit interests, non-qualified deferred compensation plans, and other executive compensation arrangements. He also advises tax-exempt organizations regarding forming joint ventures with private companies, advises technology companies raising seed capital, and assists with structured international licensing and distribution arrangements.
Experience
Representative Matters
Energy
- Advised client regarding federal and state income tax related to the sale of electric generating facilities.
- Advised client in the structured sale of 100% of pipeline partnership interests for $1.2 billion.
- Represented several offshore wind farms.
- Counseled project developer constructing facility to produce sustainable fuels.
- Advised venture capital investments in emerging energy technology.
- Advised operators regarding joint operating agreements and tax partnership provisions.
- Counseled lenders regarding reserve-based loans.
Infrastructure
- Represented a public electric utility in its sale of nuclear power electric generating facilities.
- Represented a Texas power company in purchasing electric generating facilities.
- Represented developer of a peak power generating facility regarding equity investment and mezzanine debt financings.
- Advised developer of a Hawaii solar energy project and manufacturer of solar equipment regarding state and federal tax credits.
- Advised investors regarding acquiring and trading California carbon allowances and credits.
- Represented a developer of geothermal properties in Nevada.
- Represented a developer of a petrochemical plant in the Houston Ship Channel.
International
- Represented U.S. and foreign publicly traded and private companies regarding in-bound and out-bound strategic joint ventures, acquisitions and dispositions, including renewable energy projects.
- Advised foreign multinationals regarding minimizing the tax consequences of repatriating capital and profits, establishing U.S. branches or subsidiaries, tax treaty issues, and effective tax rate management.
- Advised a foreign sovereign wealth fund regarding oil concession in the Middle East.
- Advised U.S. life science companies regarding foreign licensing, manufacturing, and distribution arrangements.
- Advised U.S.-based multinational companies regarding managing foreign tax credits.
- Counseled U.S. companies in structuring foreign investments and exit strategies to take advantage of tax treaty networks and check-the-box elections.
Investment Funds
- Advised a client in formation of a $400 million private equity fund.
- Advised an infrastructure project company regarding senior debt, mezzanine debt, and shareholder loans.
- Counseled creditors' committee regarding the workout of distressed loans.
Technology
- Represented a S-corporation in the sale of all its telecommunication assets to Berkshire Hathaway for $1.5 billion.
- Advised a health care company regarding its entry into the Middle East region.
- Represented a multinational oil field service company in acquisition and disposition of technology related businesses.
- Represented software companies regarding global licensing agreements.
- Advised pharmaceutical companies regarding global R&D, manufacturing, licensing, and transfer pricing.
- Advised a public hospital regarding an R&D joint venture with a pharmaceutical company.
Tax Controversy
- Represented individual taxpayers at IRS appellate hearings, achieving favorable results.
- Represented an oil and gas company at IRS appellate hearings, obtaining reversal of assessments of tax, interest, and penalties.
- Represented a Middle Eastern oil and gas company regarding IRS appellate hearings.
Previous Professional Experience
- Partner, Houston-based law firm (2014–2025)
- Partner, international law firm (2009–2014)
- Partner, boutique oil and gas law firm (2004-2008)
Languages
- Spanish
Education
- New York University School of Law, LLM, Taxation (1996)
- Universidad Pompeu Fabra, LLM, Corporate Law, Taxation (1994)
- Boston College Law School, JD (1991)
- Georgetown University, AB (1987)
Admissions
- Texas
- New York
- Connecticut
- Massachusetts
- District of Columbia
- U.S. Court of Federal Claims
- U.S. Tax Court
Practice Areas
Representative Matters
Energy
- Advised client regarding federal and state income tax related to the sale of electric generating facilities.
- Advised client in the structured sale of 100% of pipeline partnership interests for $1.2 billion.
- Represented several offshore wind farms.
- Counseled project developer constructing facility to produce sustainable fuels.
- Advised venture capital investments in emerging energy technology.
- Advised operators regarding joint operating agreements and tax partnership provisions.
- Counseled lenders regarding reserve-based loans.
Infrastructure
- Represented a public electric utility in its sale of nuclear power electric generating facilities.
- Represented a Texas power company in purchasing electric generating facilities.
- Represented developer of a peak power generating facility regarding equity investment and mezzanine debt financings.
- Advised developer of a Hawaii solar energy project and manufacturer of solar equipment regarding state and federal tax credits.
- Advised investors regarding acquiring and trading California carbon allowances and credits.
- Represented a developer of geothermal properties in Nevada.
- Represented a developer of a petrochemical plant in the Houston Ship Channel.
International
- Represented U.S. and foreign publicly traded and private companies regarding in-bound and out-bound strategic joint ventures, acquisitions and dispositions, including renewable energy projects.
- Advised foreign multinationals regarding minimizing the tax consequences of repatriating capital and profits, establishing U.S. branches or subsidiaries, tax treaty issues, and effective tax rate management.
- Advised a foreign sovereign wealth fund regarding oil concession in the Middle East.
- Advised U.S. life science companies regarding foreign licensing, manufacturing, and distribution arrangements.
- Advised U.S.-based multinational companies regarding managing foreign tax credits.
- Counseled U.S. companies in structuring foreign investments and exit strategies to take advantage of tax treaty networks and check-the-box elections.
Investment Funds
- Advised a client in formation of a $400 million private equity fund.
- Advised an infrastructure project company regarding senior debt, mezzanine debt, and shareholder loans.
- Counseled creditors' committee regarding the workout of distressed loans.
Technology
- Represented a S-corporation in the sale of all its telecommunication assets to Berkshire Hathaway for $1.5 billion.
- Advised a health care company regarding its entry into the Middle East region.
- Represented a multinational oil field service company in acquisition and disposition of technology related businesses.
- Represented software companies regarding global licensing agreements.
- Advised pharmaceutical companies regarding global R&D, manufacturing, licensing, and transfer pricing.
- Advised a public hospital regarding an R&D joint venture with a pharmaceutical company.
Tax Controversy
- Represented individual taxpayers at IRS appellate hearings, achieving favorable results.
- Represented an oil and gas company at IRS appellate hearings, obtaining reversal of assessments of tax, interest, and penalties.
- Represented a Middle Eastern oil and gas company regarding IRS appellate hearings.
Previous Professional Experience
- Partner, Houston-based law firm (2014–2025)
- Partner, international law firm (2009–2014)
- Partner, boutique oil and gas law firm (2004-2008)
Languages
- Spanish
Media
Professional Activities
- Member, State Bar of Texas
- Member, New York State Bar
Community
- University Club of New York
Jim has more than 34 years of experience representing public and private companies in corporate and tax matters. He is a trusted counselor to management and shareholders, and helps businesses reduce or eliminate federal corporate income taxation and achieve both operational and transactional goals. His experience includes representing clients in front of the Internal Revenue... Service in Tax Controversy matters, before the Treasury Department in obtaining private letter rulings, and with state and local tax authorities.
As an advisor to publicly traded corporations, he advises regarding 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 counsels companies on how to qualify for renewable energy tax credits under the Inflation Reduction Act of 2022 (“IRA”), which permits federal tax credits to be transferred from a project company to a buyer for cash.
Counsel on International Matters
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.
Counsel for the Energy Industry
In the energy industry, Jim represents sponsors and developers of renewable energy projects with respect to sale-leaseback and partnership flip structures, as well as qualifications for claiming production tax credits and investment tax credits. His deep experience allows him to advise clients with respect to monetizing tax credits under the IRA.
Counsel Outside the Energy Industry
Outside of the energy industry, Jim structures partnership profit interests, non-qualified deferred compensation plans, and other executive compensation arrangements. He also advises tax-exempt organizations regarding forming joint ventures with private companies, advises technology companies raising seed capital, and assists with structured international licensing and distribution arrangements.
Experience
The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Representative Matters
Energy
- Advised client regarding federal and state income tax related to the sale of electric generating facilities.
- Advised client in the structured sale of 100% of pipeline partnership interests for $1.2 billion.
- Represented several offshore wind farms.
- Counseled project developer constructing facility to produce sustainable fuels.
- Advised venture capital investments in emerging energy technology.
- Advised operators regarding joint operating agreements and tax partnership provisions.
- Counseled lenders regarding reserve-based loans.
Infrastructure
- Represented a public electric utility in its sale of nuclear power electric generating facilities.
- Represented a Texas power company in purchasing electric generating facilities.
- Represented developer of a peak power generating facility regarding equity investment and mezzanine debt financings.
- Advised developer of a Hawaii solar energy project and manufacturer of solar equipment regarding state and federal tax credits.
- Advised investors regarding acquiring and trading California carbon allowances and credits.
- Represented a developer of geothermal properties in Nevada.
- Represented a developer of a petrochemical plant in the Houston Ship Channel.
International
- Represented U.S. and foreign publicly traded and private companies regarding in-bound and out-bound strategic joint ventures, acquisitions and dispositions, including renewable energy projects.
- Advised foreign multinationals regarding minimizing the tax consequences of repatriating capital and profits, establishing U.S. branches or subsidiaries, tax treaty issues, and effective tax rate management.
- Advised a foreign sovereign wealth fund regarding oil concession in the Middle East.
- Advised U.S. life science companies regarding foreign licensing, manufacturing, and distribution arrangements.
- Advised U.S.-based multinational companies regarding managing foreign tax credits.
- Counseled U.S. companies in structuring foreign investments and exit strategies to take advantage of tax treaty networks and check-the-box elections.
Investment Funds
- Advised a client in formation of a $400 million private equity fund.
- Advised an infrastructure project company regarding senior debt, mezzanine debt, and shareholder loans.
- Counseled creditors' committee regarding the workout of distressed loans.
Technology
- Represented a S-corporation in the sale of all its telecommunication assets to Berkshire Hathaway for $1.5 billion.
- Advised a health care company regarding its entry into the Middle East region.
- Represented a multinational oil field service company in acquisition and disposition of technology related businesses.
- Represented software companies regarding global licensing agreements.
- Advised pharmaceutical companies regarding global R&D, manufacturing, licensing, and transfer pricing.
- Advised a public hospital regarding an R&D joint venture with a pharmaceutical company.
Tax Controversy
- Represented individual taxpayers at IRS appellate hearings, achieving favorable results.
- Represented an oil and gas company at IRS appellate hearings, obtaining reversal of assessments of tax, interest, and penalties.
- Represented a Middle Eastern oil and gas company regarding IRS appellate hearings.
Previous Professional Experience
- Partner, Houston-based law firm (2014–2025)
- Partner, international law firm (2009–2014)
- Partner, boutique oil and gas law firm (2004-2008)
Languages
- Spanish
Education
- New York University School of Law, LLM, Taxation (1996)
- Universidad Pompeu Fabra, LLM, Corporate Law, Taxation (1994)
- Boston College Law School, JD (1991)
- Georgetown University, AB (1987)
Admissions
- Texas
- New York
- Connecticut
- Massachusetts
- District of Columbia
- U.S. Court of Federal Claims
- U.S. Tax Court
Practice Areas
- Member, State Bar of Texas
- Member, New York State Bar
- University Club of New York
Highlights from the Firm’s Insights
