Katherine Patton Noll

Shareholder

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 has a broad-based federal income tax practice focused on a diverse range of complex tax issues, including civil tax controversy, business transactions, executive compensation, employee benefits and tax-exempt organizations. Katherine understands a business’ needs and operations from her work in the finance industry prior to law school, including several years’ work at a commercial bank.

Experience

Tax. Katherine advises businesses on strategic tax issues in mergers and acquisitions, the formation of business ventures, and asset and stock dispositions. She represents individuals, closely-held businesses, publicly traded corporations and tax-exempt organizations in IRS audits, federal and state administrative appeals, as well as litigation in U.S. Tax Court and Federal District Court. She has experience in drafting legal opinions, resolving IRS and DOL audit examinations, assisting CPAs with complex tax issues, with collections, private letter rulings, pre-filing agreements, and penalty abatements, state law tax issues and voluntary disclosures. She also has experience advising debtors, trustees, and legal counsel regarding the tax aspects of bankruptcy and liquidating trusts, assisting clients comply with the Foreign Accounts Practice Act (FATCA), and acting as tax counsel on tax-exempt bond issuance.

Executive Compensation. In the area of executive compensation, Katherine has experience drafting and advising clients regarding the structure of executive compensation arrangements and long-term deferred compensation plans, including stock options, restricted stock, omnibus incentive plans, golden parachutes, and top-hat plans. She assists clients navigating the regulatory complexities of executive compensation and benefits, including the Internal Revenue Code (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 and compliance with the IRC, ERISA, and COBRA. Katherine acts as general counsel for publicly-traded and private companies on employee benefit plan matters, and resolves 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, and tax counsel on tax-exempt bond issuance related to IRS From 990 reporting and disclosure. She also assists clients advising on post-issuance compliance, and representing issuers and borrowers during an IRS audit of tax-exempt bonds.

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, Imediate Past President, Board Member; Treasurer 2013
  • American Bar Association, Tax Section
  • San Antonio Bar Association
  • San Antonio Young Lawyers Association

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