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Brian S. Masterson
Partner
Nashville, TN
Partner
Nashville, TN
Brian is a tax and transactional attorney concentrating his practice on tax planning and controversies, mergers and acquisitions, and joint ventures. Leveraging his experience as a former practicing CPA and accounting professor, Brian advises clients through financial and tax due diligence pre-closing and the post-closing adjustment process. His clients include closely-held companies, family offices, commercial and residential real estate developers, and early-state venture companies.
He has extensive experience advising clients regarding how to structure real estate projects in the most tax-efficient manner. In addition, he works with founders, investors, and corporations with respect to their qualified small business stock (QSBS) issues.
Another aspect of Brian’s tax practice involves helping clients navigate tax audits and disputes with the IRS and state taxing authorities. Brian understands the fear and anxiety that opening the mail to find an envelope from the IRS can trigger and has helped many clients through audits, administrative appeals, and even on to Tax Court.
In addition to practicing law, Brian has taught tax courses as a full-time faculty member for many years. Currently, Brian is an adjunct faculty member at the University of Michigan Law School where he teaches a course on Tax Planning for Real Estate Transactions. In his spare time, he updates the Thomson Reuters treatise entitled “Tucker on Tax Planning for Real Estate Transactions.”
Brian is also the partner-in-charge of the Nashville office of Frost Brown Todd.
Partner with Venable LLP in Washington and a Director in the Washington National Tax practice of KPMG where he advised clients on federal and state tax matters with emphasis on the healthcare (for-profit and not-for-profit hospitals) and real estate industries, including but not limited to, partnerships, S corporations, C corporations, REITs, REMICs and exempt organizations.
Advises clients in all aspects of state and federal tax controversy matters from the initial contact by the taxing authority to litigation, if necessary.
Advises clients regarding strategic business relationships, joint ventures, private equity investments, corporate finance transactions, mergers and acquisitions, tax and accounting issues, captive insurance arrangements, executive compensation (including Section 280G and Section 409A) and corporate governance.
Drafts and negotiates term sheets and letters of intent for acquisitions and joint ventures; operating agreements and partnership agreements; and stock purchase agreements and asset purchase agreements.
Conducts internal investigations of publicly-traded and privately-held companies when an accounting irregularity may be present.
University of North Carolina, J.D., with honors, 2001
Georgetown University, LL.M., Taxation, 2004
Lipscomb University, B.S., Accounting, summa cum laude, 1995
Virginia, 2001
District of Columbia, 2002
Tennessee, 2008
The Best Lawyers in America®. Tax Law, 2023-2025; Business Organizations (including LLCs and Partnerships), 2025
American Bar Association: Taxation Section: Real Estate Committee
American Institute of Certified Public Accountants
Chair of the Accounting, Finance and Economics Department, Lipscomb University
Adjunct Faculty, Georgetown University Law Center
Recurring Guest Lecturer, University of Michigan Law School
Numerous panel presentations for various committees of the ABA Tax Section.
Speaker, “Recent Developments Affecting Real Estate and Pass-Through Entities”, AICPA Real Estate Conference (2013).
“Recent Federal Income Tax Developments Affecting Pass-Through Entities”, Tennessee Federal Tax Conference (2013).
Presented “Fundamentals of Partnership Taxation” (2013) and “Exiting a Partnership” (2012) for the Tax Executives Institute.
Led internal national training sessions for KPMG LLP dealing with technical tax issues affecting passthrough entities and revamped an internal web-based continuing education course providing an overview of the real estate industry.
Like-Kind Real Estate Exchanges, Lorman Educational Services (2006).
Recurring quarterly column on real estate tax issues published in the Journal of Passthrough Entities.
Co-author, “The Basics of Community Solar Projects and Their Application to Multifamily Projects,” Energy Law Advisor, Institute for Energy Law – The Center for American and International Law, April 2023: 12-16
Author, “Partnership Taxation: Issues & Strategies”, Lipscomb University: Updating the Accountant CPE Program (2014).
Author, “Throwing the Baby Out with the Bath Water—Proposed Regulations on Debt Allocations and Disguised Sales”, Tennessee Federal Tax Conference (2014).
Broz v. Commissioner: How Not to Structure Back-to-Back Loans to an S Corporation”, TAXES: The Magazine (2014).
Author, “Corporate Governance Issues”, Lipscomb University: Updating the Accountant CPE Program (2013).
Author, “Negotiating and Drafting Limited Liability Company Agreements,” District of Columbia Bar (2012 and 2013).
Author, “M&A Tax Considerations for Buyers and Sellers,” Strafford Publications (2012).
Author, “Maximizing Tax Benefits in Real Estate,” Professional Education Broadcast Network (2010).
Author, “Real Estate and Construction Practice Group,” Cherry, Bekaert & Holland, L.L.P. Internal Training (2010).
Author, “Admitting New Partnership Members: Tax and Non-Tax Considerations,” Professional Education Broadcast Network (2009).
Author, “Recourse or Nonrecourse,” District of Columbia Bar Passthroughs and Real Estate Committee (2008).
Author, “Real Estate Tax Workshop,” RSM McGladrey Internal Training (2006).
Co-Author, Tax Planning for Related Party Sales of Real Estate, 22 Tax Mgmt. Real Estate J. 79 (2006).
Co-Author, Practical Guide for Compliance with Circular 230 and the Reportable Transaction Disclosure Framework Post-AJCA, 46 Tax Mgmt. Mem. 155 (2005).
Co-Author, Recent Developments Affecting Real Estate and Pass Through Entities, annual ALI-ABA and PLI outlines.
Co-Author, Current Developments in Subchapter C—Public Guidance in Lieu of Private Guidance and Selected Step Transaction Guidance, 44 TAX MGMT. MEM. 355 (2003).
Co-authored two commentaries analyzing the Jobs and Growth Tax Relief Reconciliation Act of 2003 published by bnatax.com.
Collecting Sales and Use Tax on Electronic Commerce: E-confusion or E-collection, 79 N.C. L. Rev. 203 (2000).