Photo of Habeeb I. Gnaim

Habeeb I. Gnaim

Shareholder; Practice Chair, Tax Planning & Business Transactions Group

Education

Georgetown University Law Center, LL.M. in Taxation, with Distinction, 2004

Southern Methodist University Dedman School of Law, J.D., 2003

University of St. Thomas, B.B.A. in Economics, summa cum laude, 2000

Honors

Named a "Texas Super Lawyer" by the publishers of Texas Monthly, 2013-2016

Named a "Texas Rising Star" by the publishers of Texas Monthly in its annual publication of Texas Super Lawyers: Rising Stars Edition, 2010-2013

Named as one of Houston's top lawyers by H Texas Magazine, 2008, 2010, 2012-2016

Named as a Lawyer on the Fast Track by H Texas Magazine, 2009

Southern Methodist University International Law Review Association

Outstanding Graduate in Economics, University of St. Thomas, 2000


Houston's Top Lawyers 2015

Bar Admissions

Texas

Court Admissions

U. S. Tax Court

Profile

Habeeb "Hobbs" Gnaim is a Shareholder in the Firm and serves as the head of the Tax Planning & Business Transactions Group.  Mr. Gnaim also serves as Co-Chairman of the Firm's Recruiting Program.  Mr. Gnaim focuses his practice on tax and corporate matters, including the formation, governance, reorganization and internal restructuring of corporations, partnerships and limited liability companies to achieve tax and corporate objectives.  Mr. Gnaim has significant experience in all aspects of structuring, negotiating and implementing business acquisitions and dispositions, corporate reorganizations, mergers, conversions, recapitalizations, corporate finance transactions, deferred recognition transactions, admissions of and providing equity incentives for management and key employees, as well as choice of entity considerations, and state tax planning.  Mr. Gnaim works with business owners, executives, chief financial officers, tax directors, outside accountants, bankers, and other advisors to provide efficient solutions to tax and corporate issues that arise in the normal day to day business setting.

Mr. Gnaim is also engaged in a tax controversy practice and represents both individuals and companies in disputes with the Internal Revenue Service and state and local taxing authorities.     

Representative Experience 

Reorganizations, Restructurings and Recapitalizations:

  • Represented and served as lead counsel to numerous clients in various industries in tax-free reorganization of their corporate structure.  Samples of clients include: (i) leading oil and gas pipe supplier, (ii) leading owner and operator of convenience stores in the U.S., (iii) one of the largest architecture and engineering firms in the U.S., (iv) several major Texas home builders, (v) several vehicle dealers, (vi) leading manager of timberland and timber-related assets, (vii) significant privately owned vehicle leasing company, (viii) significant independent privately-held insurance brokerage, (ix) leading independently owned waterworks and fire protection equipment distributor, (x) wealth management firm, (xi) asset management/investment advisory firm, and (xii) major supplier of  safety equipment

  • Represented and served as lead counsel to numerous clients in various industries in recapitalization of their corporate structure.  Samples of clients include: (i) leading beverage distributor in State of Texas, (ii) owner and operator of movie theatres, (iii) leading private distributor of water treatment and air purification equipment, and (iv)  leading private distributor of power generators and related equipment

  • Represented and served as lead counsel to one of the country's largest distributors of wireless services, devices and equipment in restructuring of its U.S. operations

  • Represented and served as lead counsel to publicly traded company that provides advanced drilling solutions to the energy industry in a tax-free restructuring of its U.S. corporate structure involving multiple states

  • Represented and served as lead counsel to numerous private companies and their owners in connection with structuring relationships with key employees and planning for succession

  • Represented and served as lead counsel to numerous professional service firms (including law firms, accounting firms, and medical practices) regarding general corporate structure and operational matters

  • Represented and served as lead counsel to leading manufacturer of industrial water hoses in merger/consolidation of its corporate structure

  • Represented Spanish parent company in structuring and completing the reorganization of its U.S. operations in multiple states

  • Represented significant wholesale distributor of electrical supplies in consolidation of its corporate structure through a roll-up merger of its subsidiaries

  • Represented significant multinational floating production systems operator in tax-free stock recapitalization of its U.S. subsidiary

  • Represented major oil and gas pipeline inspection and service provider in tax-free reorganization of its U.S. operations

Mergers and Acquisitions:

  • Represented and served as lead counsel to leading provider of wear and abrasion resistant coatings for energy and power generation applications in sale of substantially all of its operating assets to publicly traded diversified product manufacturer and service provider to energy, commercial and industrial markets

  • Represented and served as lead counsel to leading producer of portable cylinder gases for the specialty gases market in sale of its ownership interests to one of the world's largest industrial gases companies, which involved a Section 338(h)(10) election

  • Represented and served as lead counsel to one of the largest private owners and operators of convenience stores in the U.S. in acquisition of a significant number of convenience stores and fuel supply rights from multinational oil and gas company

  • Represented and served as lead counsel to client in acquisition of professional sports agency engaged in the business of representing professional athletes and coaches

  • Represented and served as lead counsel to industry leading manufacturer of pipeline utility pig cleaners to the oil and gas industry in sale of all its outstanding stock to group of key employees

  • Represented and served as lead counsel to client in acquisition of fuel supply rights from leading private distributor of motor vehicle fuel and fuel products

  • Represented and served as lead counsel to leading distributor of alcoholic beverages in joint venture with competing distributor of alcoholic beverages

  • Represented one of the largest private distributors of office furniture in sale of minority interest of its stock to key employees

  • Represented and served as lead counsel to oilfield well-testing and equipment service provider in sale of substantially all of its operating assets to larger competitor

  • Represented and served as lead counsel to leading full-service provider of broadcast advertising services for law firms in sale of substantially all of its business assets to multinational media and information firm

  • Represented and served as lead counsel to client in acquisition of substantially all operating assets from leading provider of building or rebuilding services for mail and/or envelope inserters and related inserting equipment

  • Represented and served as lead counsel to provider of well testing and wireline services to the oil and gas industry in sale of its Middle East operations to competitor

  • Represented and served as lead counsel to leading provider of data management and distribution services and products in acquisition of all outstanding stock of leading international manufacturer of paper handling equipment

  • Represented and served as lead counsel to leading private owner and operator of convenience stores in acquisition of a significant number of convenience stores from one of the world's largest operators, franchisors, and licensors of convenience stores

  • Represented and served as lead counsel to leading private owner and operator of convenience stores in sale of numerous convenience stores to competitor

  • Represented and served as lead counsel to leading independent welding supply distributor in acquisition of assets of competitor

  • Represented public Australian company in obtaining clearance from the U.S. Treasury Department's Committee on Foreign Investment in the United States for merger with a U.S. public company

  • Represented major office furniture supplier in acquisition of a competitor company through the merger of the competitor into client

  • Represented significant independent privately-held insurance brokerage in sale of ownership interests to outside investors

  • Served as lead counsel in structuring mergers of multiple operating entities for the owner of numerous vehicle dealerships to achieve tax savings

  • Represented oil and gas equipment supplier in acquisition of competitor company through the merger of the competitor into client

  • Represented and served as lead counsel to alcohol distributing company in partial sale of its assets to a competitor

  • Represented and served as lead counsel to significant commercial diving company in acquisition of substantially all operating assets of a competitor

  • Represented and served as lead counsel to client in its acquisition of substantially all operating assets of a competitor in a pre-negotiated Section 363 purchase pursuant to Section 363 of the United States Bankruptcy Code

  • Represented a client in acquisition of substantially all operations and business assets of a veterinary clinic from a competitor

  • Represented significant insurance brokerage in acquisition of numerous competitors

Tax Matters:

  • Served as tax counsel to numerous clients to structure various types of transactions to achieve tax efficiencies

  • Served as tax counsel to numerous clients on acquisitions and company sales involving 338 elections

  • Served as tax counsel to numerous clients on Section 355 spin-offs, split-offs and split-ups

  • Served as tax counsel to Fortune 500 company in connection with securing excise tax refunds from the U.S. Internal Revenue Service

  • Preparation of numerous tax opinion letters in compliance with Circular 230 for numerous clients (including Fortune 500 companies) on significant federal tax issues

  • Obtain numerous private letter rulings from the U.S. Internal Revenue Service for clients on significant federal tax issues

  • Served as tax counsel to private and public companies and their owners in connection with resolving civil tax controversies with the U.S. Internal Revenue Service through examination and IRS Appeals

  • Served as tax counsel to numerous companies (including Fortune 500 companies) in connection with structuring the settlement of litigation matters

  • Served as tax counsel to numerous clients in the sale of ownership interests from the company's founders to key employees

  • Represented numerous nonprofit corporations in connection with obtaining recognition of tax-exempt status under I.R.C. Section 501(c)(3)

Seminars and Presentations

  • The Family Game of Thrones:  A Planner's Guide to Drafting Effective Business Succession Plans, Chamberlain Hrdlicka's 38th Annual Tax and Business Planning Seminar, November 2015.
  • The Family Game of Thrones:  A Planner's Guide to Drafting Effective Business Succession Plans, State Bar of Texas' 16th Annual Estate Planning & Probate Drafting Course, October 2015.
  • Tax Planning for Closely Held Businesses: Creating a Plan that Covers All Angles, Houston CPA Society's 25th Annual CPE Tax Expo, January 2015.

  • Issues & Family Dynamics:  Passing Wealth Between Generations Involving a Closely Held Business, Business & Personal Growth Symposium, April 2014.

  • Navigating the Minefield of Selling the Assets or Ownership Interests of a Clients' Business, Chamberlain Hrdlicka's 36th Annual Tax and Business Planning Seminar, December 2013.

  • The Full Monty on Closely Held Business Planning:  Creating a Plan that Covers All Angles,  Chamberlain Hrdlicka's 34th Annual Tax and Business Planning Seminar, November 2011.

  • Donkeys, Elephants, and Taxes: What Does the Future Hold for the Tax Code After the General Election on November 4, 2008,  Chamberlain Hrdlicka's 31st Annual Tax and Business Planning Seminar, November 2008.

  • 2008 Tax Return Preparation Issues, Chamberlain Hrdlicka's February 2009 Tax Forums.

  • 2007 Tax Return Preparation Issues, Chamberlain Hrdlicka's February 2008 Tax Forums.

Professional Affiliations

  • Board of Directors, Alumni Association, Cameron School of Business, University of St. Thomas
  • American Bar Association, Tax Section
  • Houston Bar Association, Tax Section
  • State Bar of Texas

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