Bradley T. Borden

Brad is a leader in federal income taxation of property transactions and business restructurings with a particular expertise in complex Section 1031 exchanges. He is often retained as an expert in complex cases that raise issues of federal income tax classification of property and property transactions. He is a tenured professor at Brooklyn Law School, a prolific author and speaker, and an MBA and CPA.

Credentials / CV

  • JD, LL.M. (Taxation)
  • Certified Public Accountant
  • MBA, accounting emphasis
  • Fellow, American Bar Foundation
  • Fellow, American College of Tax Counsel
  • Member, The Practical Tax Lawyer Editorial Board
  • Member, Bloomberg BNA Pass-Through Entities Advisory Board
  • Member, Florida Tax Review Board of Advisors
  • Past Chair, Sales, Exchanges & Basis Committee, Section of Taxation, American Bar Association
  • Member, Business Law Section, New York State Bar Association
  • Member, Real Property Law Section, New York State Bar Association
  • Member, Tax Section, New York State Bar Association
  • Member, New York City Bar Association
  • Member, New York County Lawyers Association
  • Author, TAX-FREE LIKE-KIND EXCHANGES –¬†comprehensive treatise on Section 1031
  • Co-Author, LIMITED LIABILITY ENTITIES: STATE-BY-STATE GUIDE TO LLCS, LPS AND LLPS

Services

TAX PLANNING

Mr. Borden advises property owners and businesses with respect to complex property transactions and business restructurings.

EXPERT WITNESS

Mr. Borden is frequently retained as an expert in complex litigation and has given expert testimony several times. He has also been a consultant to the Joint Committee on Taxation of United States Congress.

OPINION LETTERS

Mr. Borden writes tax opinion letters for clients seeking support for tax reporting positions.

WORK WITH OTHER LAWYERS

Mr. Borden typically advises clients who have real estate and business lawyers at other firms. Those lawyers provide non-tax legal services such as preparing deal documents, and Mr. Borden provides tax planning and structuring advice.

Representative Engagements

General TRANSACTIONAL TAX ADVICE

  • Tax-efficient structure to subdivide and
    develop property
  • Ownership structure to isolate and preserve favorable
    long-term capital gain and provide tax-efficient
    exit of investment
  • Characterization of transaction as lease or sale and structure of Section 467 leases
  • Mergers and divisions of LLCs and partnerships
  • Tax-planning to minimize state and city transfer taxes
  • Structure U.S. real estate joint venture with a
    sovereign wealth fund
  • Analysis of complex financial and tax aspects of joint ventures
  • Tax-efficient structure to facilitate settlement of dispute
    involving an in-kind distribution of property
    from a real estate syndication

All aspects of section 1031 exchanges

  • Separate section 1031 exchanges for co-owners by designing pre-closing divisions of partnerships and other entities (colloquially known as drop-and-swap exchanges)
  • Pre-closing structuring for property held in multiple entities to facilitate a single exchange
  • Leasehold improvements exchange for multi-national company and numerous other property owners
  • First private ruling sanctioning leasehold improvements exchanges
  • Creation of TIC and DST ownership structures
  • Outside counsel to section 1031 qualified intermediaries, assisting with entity structure, document creation, and internal controls
  • Conversion of disguised sale of real property to a partnership into a leasehold improvements exchange

Expert Witness and Consultant

  • Fraud claim against major bank related to disposition of a section 1031 qualified intermediary
  • Malpractice claim against attorney representing client of a collapsed section 1031 qualified intermediary
  • Class action against providers of mortgage-backed securities questioning the tax classification of such securities
  • Case in foreign court seeking classification of a New York entity
  • Disagreement in arbitration regarding the proper interpretation of an IRR distribution waterfall
  • Consultant to the Joint Committee on Taxation of the U.S. Congress on issues related to passthrough taxation
  • Consultant to law firms and accounting firms regarding technical aspects of tax law

Journal Publications

Professor Borden has published more than 100 articles
in the following leading professional journals and law reviews.

Professional Journals

  • BUSINESS LAW TODAY
  • CAYMAN FINANCIAL REVIEW
  • Journal of Passthrough Entities
    (Section 1031 Columnist)
  • JOURNAL OF REAL ESTATE TAXATION
  • JOURNAL OF TAXATION
  • JOURNAL OF TAXATION OF INVESTMENTS
  • THE PRACTICAL REAL ESTATE LAWYER
  • THE PRACTICAL TAX LAWYER
  • PROBATE AND PROPERTY
  • TAX MANAGEMENT REAL ESTATE JOURNAL
  • TAX NOTES
  • Taxes, The Tax Magazine

Law Reviews

  • BROOKLYN LAW REVIEW
  • FLORIDA LAW REVIEW
  • GEORGIA LAW REVIEW
  • HOUSTON LAW REVIEW
  • IOWA LAW REVIEW
  • REAL PROPERTY
  • THE TAX LAWYER
  • TRUST & ESTATE LAW JOURNAL
  • UNIVERSITY OF KANSAS LAW REVIEW
  • UNIVERSITY OF PENNSYLVANIA JOURNAL OF BUSINESS LAW
  • VIRGINIA TAX REVIEW

Presentations

Professor Borden has presented at more than 225
professional and academic conferences, including the following:

  • American Bar Association, Section of Taxation
  • American Accounting Association
  • American Law Institute Continuing Legal Education
  • American Petroleum Institute Federal Tax Forum
  • Bloomberg BNA Tax Management Advisory Board Meeting
  • Canadian Law and Economics Association
  • CBIZ Tax Conference
  • Ellis County Bar Association
  • Federation of Exchange Accommodators Conference
  • Idaho State Tax Institute
  • Jeremiah Long Memorial Conference on Like-Kind Exchanges Under Section 1031 IRC
  • Kansas Accountants Tax Conference
  • Kansas Society of Certified Public Accountants Tax Conference
  • Law and Society Association
  • Midwest Law and Economics Association
  • National Tax Association
  • New York State Bar Association, Business Law Section
  • New York University Institute on Federal Taxation
  • Philadelphia Bar Association Tax Section CLE
  • Practicing Law Institute Pocket MBA
  • Southeast Texas Chapter of the Texas Society of Certified Public Accountants
  • Standards of Practice and their Implications in Law and Accounting Firms, Northwestern University Pritzker School of Law
  • State Bar of New Mexico Convention
  • Tax Institute of the University of Iowa College of Law and Iowa State Bar Association
  • Texas Bar Association Advanced Tax Law Course
  • Texas CPA Institute
  • Texas Federal Tax Institute Tulane Tax Institute
  • Tulane Tax Institute
  • University of Houston Law Foundation’s Advising Small Businesses
  • University of Houston Law Foundation’s Real Estate Documents, Workouts and Closings
  • University of Texas School of Law LLCs, LPs and Partnerships Conference
  • University of Texas School of Law Taxation Conference