With over 20 years’ experience as a tax lawyer, HFM Partner Allen Walburn helps clients plan, structure and negotiate a wide range of corporate, partnership and real estate transactions.

Mr. Walburn is a certified public accountant in California (inactive license) with 10 years of accounting and finance experience prior to becoming an attorney. His areas of expertise include corporate and partnership taxation; formation and operation of hedge funds; private equity funds and real estate funds; executive compensation, equity-based compensation; and inbound U.S. international tax planning.

He also represents clients with tax issues relating to bankruptcies and debt workouts, entertainment industry tax issues, real estate taxation, 1031 exchanges, REITs and California income taxation, sales and use tax and property taxation. In addition, he has played a critical role in structuring numerous corporate, partnership and industry tax issues, real estate taxation, 1031 exchanges, REITs.

Mr. Walburn earned his Bachelor of Science degree from San Diego State University in 1982. He received his Juris Doctor degree from the University of San Diego School of Law in 1994. In 1995, he received his LL.M .degree in Taxation from the University of San Diego. He also held a license as a Certified Public Accountant in California beginning in 1985 (currently inactive).

Representative Matters

  • Publicly Traded and Privately Held Companies. Represented clients (both publicly traded and privately held) in numerous complex corporate and partnership mergers and asset and stock acquisitions, including structuring the transactions, tax due diligence, tax planning, negotiating the tax-related provisions of the acquisition agreements, analysis and implementation of Section 336(e) and 338(h)(10) elections, planning for preservation of target company’s net operating losses under Section 382, and handling stock options and other equity-based in awards in acquisitions.
  • Partnerships, Limited Liability Companies and Corporations.  Represented numerous partnerships, limited liability companies and corporations in formation, reorganization, restructuring and dissolution.  Also advised clients on tax consequences of such transactions.
  • Built-In Gains Tax.  Represented client on complex S corporation built-in gains tax issues in connection with proposed sale of large real estate project.
  • Start Ups/Privately Held Companies.  Represented start ups and other privately held companies on tax consequences of investment in business by institutional investors and venture investors.
  • Entertainment Industry.  Represented clients on tax consequences of investments in copyright and profit participation interests in major motion pictures and television series.
  • International Companies. Represented clients on U.S. tax consequences of several transactions involving investments in U.S. businesses, real estate and other types of investments by foreign persons.
  • International Individual.  Represented non U.S. individual client in obtaining reduction of nearly $1 million dollars in U.S. taxes, penalties and interest assessed against client.

Speaking Engagements

  • 199A Clear as Mud – Selected Topics, CalCPA Education Foundation, November 21, 2019.
  • The Quest for QSBS, California Tax Bar and California Tax Policy Conference, Taxation Section of the California Lawyers Association, November 7, 2019.
  • FIRPTA: Impact on Structuring Foreign Investment in U.S. Real Estate, Webinar Presentation, August 6, 2019.
  • FIRPTA: Impact on Structuring Foreign Investment in U.S. Real Estate, Presentation to San Diego Chapter of STEP, May 21, 2019.
  • Choice of Entity in the Post-TCJA World, GICPA Education Foundation 2018 Federal, State, Local & International Tax Conference, November 16, 2018.
  • Recent Developments in Partnership Taxation, California Lawyers Association Taxation Section Annual Meeting, November 9, 2018.
  • FrameWorks Workshop: Preparing Your Company for Sale, CONNECT FrameWorks Workshop, April 26, 2018.
  • Income Tax Aspects of Partnership Mergers and Acquisitions (Panel Speaker), 2017 Annual Meeting of the California Tax Bar and California Tax Policy Conference, November 2, 2017.
  • Choice of Entity Planning – Impact of Exit Strategy 338(h)(10), CONNECT FrameWorks Workshop, September 14, 2017.
  • Spotlight on 1031s: Revisiting the FTB’s Focus on Claimed 1031 Transactions (Panel Speaker), 2016 Annual Meeting of the California Tax Bar and California Tax Policy Conference, October 28, 2016.
  • International Roundtable, State Bar Tax Section Annual Meeting, San Jose, California, November 7, 2013.
  • Legal Series: Real Estate Taxation (Speaker), LIVE Webcast, November 12, 2012.
  • Real Estate Partnership and Joint Venture Agreements: Tax Challenges, Live 110-minute teleconference with interactive Q&A, August 29, 2012.

Publications

  • New Tax Laws Likely to Increase HNW Investment in Real EstateNational Real Estate Investor, January 24, 2018.
  • Inside the Minds:  Current Trends in LLC and Partnership Tax PlanningATRA and ACA Complicate Partnership Tax Planning, May 1, 2014.
  • Self-Study Article: A Primer on Passive Foreign Investment Companies and Comparison to Controlled Foreign CorporationsCalifornia Tax Lawyer, September 1, 2013 (Co-Author).
  • Repositioning Real Estate Ownership in a Down MarketCalifornia Real Estate Journal,  November 3, 2008 (co-authored with Michael B. Pruter).
  • An Analysis of the Final GST Regulations: Certain Planning Issues Still RemainTax Management (BNA) Estate Gifts and Trusts Journal, November 14, 1996 (Co-Author).

Affiliations

  • State Bar of California, Taxation Section, International Tax Committee
  • San Diego County Bar Association
  • American Bar Association