With over 26 years’ experience as a tax lawyer, HFM Partner Allen Walburn helps clients plan, structure and negotiate the tax aspects of a wide range of corporate, partnership and real estate transactions.

Mr. Walburn is also a Certified Public Accountant in California (inactive license) with 10 years of accounting, tax and finance experience prior to becoming an attorney. His areas of expertise include corporate and partnership taxation; tax planning for the formation and operation of private equity funds and real estate funds; tax planning for 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.

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 has also  held a license as a Certified Public Accountant in California beginning in 1985 (currently inactive).

Mr. Walburn taught corporate income taxation as an Adjunct Professor at the University of San Diego School of Law for two semesters in 2017.

He also served on the Executive Committee of the California Lawyers Association’s Taxation Section from 2015-2018.

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, sale, reorganization, restructuring and dissolution transactions and 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 the business by institutional investors and venture investors, including but not limited to, tax issues relating to Qualified Small Business Stock under Internal Revenue Code Section 1202.
  • 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

  • “Confronting Wild Things: Lifting the Lid on Section 199A” (Panel Speaker), University of San Diego, February 13, 2020.
  • “199A Clear as Mud – Selected Topics” (Panel Speaker), CalCPA Education Foundation, November 21, 2019.
  • “The Quest for QSBS” (Panel Speaker), 2019 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” (Panel Speaker), CalCPA Education Foundation 2018 Federal, State, Local & International Tax Conference, November 16, 2018.
  • “Recent Developments in Partnership Taxation” (Panel Speaker), 2018 California Lawyers Association Taxation Section Annual Meeting, November 9, 2018.
  • “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 Under 338(h)(10),” CONNECT FrameWorks Workshop, September 14, 2017.
  • “1031s: Revisiting the FTB’s Focus on 1031 Transactions,” (Panel Speaker), 2016 Annual Meeting of the California Tax Bar and California Tax Policy Conference, October 28, 2016.
  • Moderator of panel entitled “International Roundtable,” 2013 Annual Meeting of the California Tax Bar and California Tax Policy, San Jose, California, November 7, 2013.
  • Legal Series: Co-presenter of webinar on Real Estate Taxation for The Knowledge Group, November 12, 2012.
  • Co-presenter of webinar on Real Estate Partnership and Joint Venture Agreements: Tax Challenges, for Strafford Publications, August 29, 2012.

PUBLICATIONS

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

Awards & Honors

  • Recognized by Best Lawyers in America© (2022)

Affiliations

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