Katie Gerber

Katie Gerber is an accomplished tax lawyer with considerable experience working on a wide variety of complex U.S. federal income tax matters. Having worked extensively with for-profit and nonprofit sector clients, as well as high-net-worth individuals, Katie has a proven ability to manage and prioritize a high volume of legal matters and effectively communicate with clients on complex legal issues.

Katie has significant experience advising business clients on U.S. federal income tax matters applicable to C corporations (including consolidated return issues), S corporations, partnerships, and disregarded entities. She routinely counsels clients on structuring the tax aspects of a broad range of commercial transactions, including financings, complex debt restructurings, joint ventures, taxable and non-taxable mergers and acquisitions, and equity issuances. She also represents clients before the IRS in tax controversies, including in IRS audits, IRS appeals, the United States Tax Court, and the U.S. Competent Authority.

A good portion of Katie's practice is dedicated to advising nonprofit clients on a variety of important issues, including structuring operations; best governance practices; the development of grant-making, gift acceptance, and record retention policies; and U.S. federal income tax rules applicable to lobbying and political campaign activities by tax-exempt organizations. She also serves as general outside counsel to nonprofit clients, with a focus on Internal Revenue Code ("IRC") Section 501(c)(3) charitable organizations, including public charities, private foundations, and supporting organizations (including type I, type II, and type III supporting organizations). She has advised private foundations on the self-dealing rules, excess business holdings, minimum distribution requirements, foreign equivalency determinations, scholarship programs, and program-related investments. She has also worked extensively with IRC Section 501(c)(4) social welfare organizations, IRC Section 501(c)(6) trade associations, and IRC Section 501(c)(7) social clubs.

Outside of the office, Katie enjoys hiking, traveling, and bird photography.

More About Katie Gerber

Education

• LL.M., Taxation, New York University School of Law, 2011
• J.D., magna cum laude, Temple University, Beasley School of Law, 2009
• B.A., summa cum laude, English, Temple University, 2004

Bar Admissions

• Colorado, 2024
• Texas, 2015
• California, 2012
• New York, 2010

Community

• ABA Tax Section, Member
• California Lawyers Association Tax Section, Member
• State Bar of Texas Tax Section, Member
• New York State Bar Association, Member

Representative Matters

• Represented Europe based multinational in transfer pricing dispute before the United States Competent Authority
• Represented affiliated IRC Section 501(c)(3) organizations in a merger
• Represented an energy focused private equity firm in the formation and funding of a $1,000,000,000 midstream fund
• Represented a mining and metals company in an internal restructuring designed to avoid triggering a change in ownership for purposes of IRC Section 382
• Represented a Europe based biotech multinational in an internal restructuring designed to avoid triggering an IRC Section 7874 inversion
• Represented a Latin America based multinational in an internal reorganization and IRC Section 355 spin-off
• Represented multiple clients in drop and swap IRC Section 1031 exchanges
• Represented a real estate developer in $60,000,000 conservation easement dispute with the IRS
• Represented Canada based multinational in restructuring designed to minimize FIRPTA exposure

Events

• Co-presenter, "Investing in a Time of Crisis," 39th Annual UT Nonprofit Organizations Institute, January 13, 2022
• Co-presenter, "Buying U.S. Real Estate: Legal Structuring of Purchase and Holding U.S. Real Estate for Residents and Non-Residents Alike," GABA Webinar, November 4, 2021
• Co-presenter, "Structuring Real Estate Investments into the U.S." Webinar, September 1, 2021
• Co-presenter, "The Essential Elements of a Fiduciary’s Duties in Managing a Charity’s Investment Portfolio and Advanced Considerations During Economically Challenging Times," 38th Annual UT Nonprofit Organizations Institute, January 20, 2021