Morris Manning & Martin, LLP

Charles Beaudrot, Jr.

Charles R. Beaudrot, Jr.

Senior Counsel
Phone: 404.504.7753
Fax: 404.365.9532
[email protected]
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Charles R. Beaudrot, Jr. is senior counsel in the Tax Practice. Mr. Beaudrot’s areas of practice include corporate and partnership tax, transactional tax planning, state and local tax planning and tax controversy work. Mr. Beaudrot is also senior counsel in the Real Estate Capital Markets practice and advises clients with respect to tax issues involving real estate partnerships, real estate investment trusts and their related umbrella partnerships and tax efficient strategies for corporate owned real estate.

In 2012, Mr. Beaudrot was asked by Georgia Governor Nathan Deal to serve as the Chief Judge of the Georgia Tax Tribunal, the state’s first tax court. The court was created to make resolving tax disputes quicker and more efficient. During his time with the court, it heard nearly 2,000 cases, resolving over 1,600. Major decisions decided by Judge Beaudrot include Rosenberg vs. Riley, (the applicability of the adjustment provisions to partnerships in S corporations subject to the Texas franchise tax), Georgia Power vs. MacGinnitie, (which is the scope of the Georgia exemption for manufacturing plant when applied to an electric utility), Inglett & Stubbs vs. Riley, (the applicability of contractors of the sale for resale exemption), Petitioner F1 and F2 vs. MacGinnitie,  (first reported decision involving Georgia Law with respect to domicile and residency for income tax purposes), John Doe 1 & John Doe 2 vs. MacGinnitie, (the scope of the jurisdiction of the Tax Tribunal and authority to review decisions of Revenue Department). 

Mr. Beaudrot is a frequent speaker on tax, partnership and corporate topics for numerous sponsors such as the Georgia Society of Certified Public Accountants, the Institute for Continuing Legal Education in Georgia and the Georgia Real Estate Tax Conference. Mr. Beaudrot has been particularly active in the area of flow-through entities in Georgia, having participated in the drafting process for Georgia’s LLC and LLP legislation. Prior to his service on the Tax Tribunal, he was regularly listed in Chambers USA, America’s Leading Business Lawyers: The Client’s Guide identifies him as among the nation’s leading tax attorneys, Legal 500 named him as a leading lawyer for real estate tax, Georgia Trend magazine identified him one of the state’s “Legal Elite,” Atlanta magazine has listed him as one of its “Super Lawyers,” and the Atlanta Business Chronicle has listed him in its Who’s Who in Law.

He also teaches Partnership Tax and Contract Drafting as an Adjunct Professor at Emory University Law School’s Center for Transactional Law and Practice program.

Publications

Author:

  • "Strategies for Corporate Tax Planning,”Business Tax Planning in an Era of Uncertainty, Chapter 4, Aspatore Books, September 2011
  • “Transactional Skills Training:  Opinion Letters,” Transactions – The Tennessee Journal of Business Law, Special Report 2009
  • "Mega Trends and Current Issues in the Tax World.” Inside the Minds: Common Issues in Tax Law: Leading Lawyers on Handling Tax Audits, Executing Tax Appeals, and Monitoring Client Tax Compliance. Chapter 4, Aspatore Books, June 2008
  • “Effective Use of Limited Liability Companies in Georgia: An Overview of Their Characteristics and Advantages,” 45 Mercer Law Review 25
  •  “Limited Liability Companies” in Georgia Jurisprudence, Corporations, and other Business Organizations and Securities Regulation

Co-Author:

  • Georgia LLC/LLP Handbook
  • “Taxation of Receipts of Profits and Capital Interests In Connection With Performance of Services,” ABA Business Law Section Newsletter, August 13, 2009

Representative Experience

  • Structuring of ownership and implementation of $1.5 billion in sales of investment real property to affiliated development entity to lock in capital gains and qualify for installment treatment
  • Representation of real estate investment trusts (REITs) and real estate investment funds in public and private securities offerings totaling more than $13 billion
  • UBTI planning and implementation for $800 million real estate opportunity investment fund to acquire distressed properties
  • Advice and implementation of S Corporation election utilizing expanded and relaxed S Corporation election rules permitting family attribution to permit company with over 140 shareholders to elect S
  • Corporation status, including utilization of Electing Small Business Trust and Qualifying Subchapter S Trust elections as well as addressing repositioning of stock held by impermissible stockholders and addressing community property issues
  • UBTI and REOC planning and implementation for $200 million real estate investment fund
  • Tax planning for $50+ million tax deferred recapitalization treatment of internet based financial services company including addressing issues of exchanges of “qualified preferred” and associated IRC Section 382 loss attenuation issues
  • Representation of $40 million multistate personal services company and its owner in audit asserting alleged improper deductions and deemed dividend treatment to owner
  • Use of “drop down/freeze” LLC transaction to shift over $25 million in appreciation in asset values to C Corporation owners, thus avoiding corporate level taxes on such appreciation
  • Representation of taxpayer and negotiation of settlement in connection with audit of closely held corporation proposing deemed dividend treatment and disallowance of numerous business expenses
  • Utilization of F reorganization in the context of S corporations to isolate a drop down LLC structured isolate S corporation status questions within the contributing member
  • Defense of client in connection with unemployment tax withholdings
  • Representation of taxpayers in successful penalty waiver requests in connection with late filings by affiliated entities totaling in excess of $2 million
  • Representation of non-resident partner in connection with voluntary disclosure and successful penalty waiver request to the Georgia Department of Revenue
  • Structure secured equipment finance and asset securitization transactions using a Delaware Statutory Trust (DST)

Accolades

  • Judge, Office of State and Administrative Hearings, 2013 - present
  • Chief Judge, Georgia Tax Tribunal, 2012 - 2015
  • Chambers USA: America’s Leading Lawyers for Business - Listed as a top lawyer in Tax, 2003 – 2012, 2016-2018
  • Listed, Legal 500, Tax - US Taxes - Non-Contentious, 2018
  • Legal 500 – Listed as a top lawyer for Real Estate Investment Trusts (REITs), 2016 and Tax, 2009, 2011 & 2016
  • Best Lawyers’ 2012 - Named Atlanta Tax Law Lawyer of the Year
  • The Best Lawyers in America – Selected as a leading lawyer in Tax Law, 2009 - 2013, 2019

Membership

  • Member, State Bar of Georgia
    • Chair of Tax Section 1997-1998
    • Chair of the Business Law Section 2003-2004
    • Member Executive Committee - Business Law Section 2001-2005
    • Chair of the Partnership & LLC Committee - Business Law Section, 1996-2001
    • Member of the Partnership & LLC Committee - Business Law Section, 1996-2009
    • Member of the Legal Opinion Committee - Business Law Section and Corporate Counsel Section, 1990-2001
  • Member, Atlanta Bar Association
    • Director of Tax Section, 1990-1992
    • Chair of Tax Section, 1992-1993
  • Member, American Bar Association
    • Member, Taxation Section
  • Atlanta Tax Forum
    • Trustee, 1994-2000
    • President 1998-1999
  • Member, National Association of Real Estate Investment Trusts (NAREIT)
  • Member, American Society of Composers and Publishers
  • Member, the National Academy of Recording Arts & Sciences
  • Former Member, Advisory Board for the Information Management Network’s Private & Non-Traded REIT Industry Symposium

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