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Katherine Patton Noll

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Education

New York University School of Law, LL.M., 2006

University of Tulsa College of Law, J.D., with highest honors, 2005

Baylor University, B.B.A., Finance, 1999

Bar Admissions

Texas, 2006

Oklahoma, 2005

Court Admissions

United States Court of Appeals Fifth Circuit

United States District Court Western District of Texas

United States Tax Court

Profile

Katherine Noll advises clients in federal and multi-state income tax matters, including business transactions, tax compliance, controversy, executive compensation, fringe benefits, and employee benefit plan matters. Katherine is involved with assisting clients to make changes tax reform as implemented under the Tax Cuts and Jobs Act of 2017, including new Internal Revenue Code (IRC) Section 199A. She understands business’s needs and operations from her work in the finance industry prior to law school. She regularly advises general counsel on tax issues and teams up with tax departments and accounting firms of clients to achieve an integrated approach toward effective and cost-efficient issue resolution.

Experience

Tax. Katherine advises businesses on strategic tax issues, including business transactions, the formation of business ventures, and mergers and acquisitions. She represents individuals, closely-held businesses, publicly-traded corporations and tax-exempt organizations with tax compliance matters. She has significant experience with resolving tax and regulatory issues, developing remediation strategies, and representing clients in IRS audits, federal and state administrative appeals, as well as litigation in U.S. Tax Court and Federal District Court. Her experience includes drafting legal opinions, resolving IRS, DOL, and state audit examinations, assisting CPAs with complex tax issues, and obtaining private letter rulings, pre-filing agreements, and penalty abatements. She also has particular experience advising debtors, trustees, and legal counsel regarding the tax aspects of bankruptcy and liquidating trusts, implementing compliance processes for the Foreign Accounts Practice Act (FATCA), and assisting with managing business tax issues related to banking and financial institution products.

 Executive Compensation. In the area of executive compensation, Katherine has experience advising multi-state businesses on fringe benefit tax matters and employment tax issues.  She has structured and drafted executive compensation arrangements and long-term deferred compensation plans, including stock options, restricted stock, omnibus incentive plans, golden parachutes, top-hat plans, and split-dollar insurance arrangements. She assists clients with related payroll, information reporting, and compliance matters, and navigating the regulatory complexities of executive compensation and employee benefits, including the IRC Sections 280G and 409A, deduction limitations under IRC Section 162(m), shareholder disclosure requirements, and the Employee Retirement Income Security Act (ERISA). 

 Employee Benefits. She advises clients on both qualified and non-qualified benefit plan issues, including retirement plan and welfare benefit plan administration, information reporting, and compliance with the IRC, ERISA, and COBRA. Katherine assists publicly-traded and private companies on employee benefit plan matters, developing policies and procedures, and resolving benefit plan failures through the preparation and submission of voluntary compliance program applications to the IRS and DOL.

 Tax Exempt Entities. Katherine has experience representing tax-exempt clients, including counseling clients on forming nonprofit corporations, obtaining tax-exempt status with the IRS under IRC Section 501(c)(3), drafting donor agreements and corporate governance policies, analyzing unrelated business taxable income issues, acting as tax counsel on tax-exempt bond issuance, and assisting with IRS information reporting and disclosure. She also advises on post-issuance compliance and representing exempt organizations during audit of special purpose tax-exempt bonds and state tax exemptions.

Significant Decisions

In re TXCO Resources Inc., Chapter 11 Bankruptcy Case No. 09-51807, in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division

Professional Affiliations

  • Texas Bar Association
  • Oklahoma Bar Association
  • Bexar County Womens’ Bar Association and Foundation, Past President, Board Member
  • American Bar Association, Tax Section
  • San Antonio Bar Association

News

Presentations

Seminars & Presentations

Publications

Articles & Publications

Technology Transactions: A Practical Guide to Drafting and Negotiating Commercial Agreements - Co-Author of Chapter on State Transaction Taxes