Frank L. LeffingwellOf Counsel
Frank L. Leffingwell is a tax and transactional attorney. Frank’s practices focuses on the representation of real estate investors and developers, closely-held and family-owned businesses, and high-net-worth individuals with regard to a wide range of tax and transactional matters, including the formation, growth, conversion, merger, acquisition and buy-out of complex real estate investment and development entities and middle-market companies; the structuring of financial transactions, including refinancing and recapitalizations; and complex estate and business succession planning for clients with substantial real estate holdings and closely-held and family-owned ownership interests.
- Admitted: Texas, 1993.
- Admitted to practice before the U.S. Tax Court (Washington, D.C.).
- Education: Georgetown University Law Center, LL.M.; St. Mary’s University School of Law, J.D.; Southwestern University, B.A.
- State Bar of Texas (Tax Section)
- American Bar Association (Taxation Section)
- Federal Bar Association
- Texas Bar Foundation, Sustaining Life Fellow
- Austin Bar Association, Life Fellow
- Georgetown University Alumni Association
- Member, Austin Black Lawyers Association
- Directed prominent Central Texas landowning family as business and tax counsel in the restructure of a Bramblett transaction and achieved the development and sale of residential lots worth in excess of $27,000,000.
- Represented large privately held Texas oil company as lead business and tax counsel in the structuring and negotiation of a $25,000,000 financing, including substantial complex debt modification issues to achieve a successful outcome.
- Served as tax counsel to Dallas-based real estate fund in the acquisition of a $20,000,000 commercial property including preparation and negotiation of complex partnership agreement with multiple classes of ownership interests, complex IRR-based returns, and target allocations.
- Acted as business and tax counsel to prominent Austin family in the investment of over $10,000,000 of gains into a Qualified Opportunity Fund.
- Initiated, structured and implemented a supplemental executive retirement plan (SERP) informally funded with key man life insurance policy for Central Texas company, including drafting of the plan and participation agreements and securing approval of plan from U.S. Department of Labor.
- Led real estate investment firm in the creation and issuance of carried interests in several investment partnerships, including complex tax issues relating to the preparation of amended and restated partnership agreements, instructing client’s accounting firm and inhouse staff in the “book-up” of historical partners’ capital accounts, preparation of service agreements for carried interest recipients, preparation and filing 83(b) elections with IRS with respect to vesting carried interests, and presentations to the firm’s board of directors.
- Represented husband and wife with net worth in excess of $200,000,000 in development and orchestration of comprehensive estate and business succession plan, including significant complex estate and income taxation issues, and successfully coordinated and directed clients’ other professional advisers.
- Led team as business and tax counsel in the tax-deferred corporate reorganization of a large, multi-entity, Texas-based news and media business with annual revenues in excess of $24,500,000.
- Acted as corporate and tax counsel in $12,000,000 taxable asset sale of a large family-owned corporation to a Dallas-based investor group, including balancing of family members’ varying individual goals to successfully accomplish common objectives.
- Successfully led family in the inter-generational transfer of ownership interests in S corporation valued in excess of $20,000,000 to series of individuals and Qualified Sub-chapter S Trusts and recapitalization of corporation’s ownership structure into voting and non-voting shares.
- Structured numerous buy-sell agreements and tax-deferred recapitalizations for various closely held business entities, including agreements for family entities, life insurance funded agreements, and assisted business owners in the balancing of complex partnership and corporate income tax issues with significant transfer tax concerns relating to estate and business succession goals.
- Led large Austin-based corporation as business and tax counsel in the structuring of cash bonus plan for employees.
- Delivered successful $4,000,000 bridge financing transaction for Austin-based hospitality company and led client through the negotiation and structure of $10,500,000 taxable asset sale transaction, including navigation through “significant modification” of debt issues and complex corporate tax issues.
- Led regional non-profit corporation as tax counsel in structuring interest rate swap (variable to fixed) on $2,400,000 in construction bonds.
- Structured and negotiated several large multi-entity “land bank” transactions for benefit of a nation-wide home building corporation.
- Represented Austin-based software company in various executive compensation issues, including the restructuring of stock option plan to comply with IRC 409A regulations.
- Represented team including one U.S. Senator and the presidents of several Texas universities in the formation of a large charitable organization (IRC 501(c)(3)) and represented organization as tax counsel with regard to significant complex tax issues.
AWARDS AND HONORS
- AV® Preeminent™ Peer Review Rating, Martindale.com
- Paul Harris Fellow, Rotary International
- Member, American Mathematical Society
- Council member, City Council, City of Round Rock (2015–2018).
- Commissioner, Central Texas Regional Mobility Authority (2018-2019).
- Past Executive Committee, Capital Area Council of Governments.
- Past Chairperson, Capital Area Economic Development District.
- Past Chairperson, Capital Improvements Advisory Committee of the City of Round Rock.
- Past Chairperson, Planning and Zoning Commission, City of Round Rock.
- Past Chairperson, Charter Review Commission, City of Round Rock.
- Past Board President, Brushy Creek Regional Utility Authority.
Civic and Community Leadership
- Member, Austin Area Research Organization.
- Member, Austin Chamber of Commerce.
- Past Member, Executive Committee, Austin Area Research Organization.
- Past Chairperson, McBee Fellowship Program of Austin Area Research Organization.
- Past Member, Round Rock Chamber of Commerce.
- Past Member, Board of Directors, Round Rock Chamber of Commerce.
- Past Member, Board of Directors, Economic Development Advisory Commission, City of Round Rock.
- Past Member, Board of Directors, Round Rock/Austin Baylor Scott & White Medical Center.
- Past Member, Board of Trustees, Seton Williamson Foundation.
- Past Member, Board of Directors, St. David’s Round Rock Medical Center.
- Past Member, Development Advisory Board of Baylor Scott & White Cancer Center.
Children and Elderly
- Member, Executive Committee, Board of Directors of Greater Round Rock Community Foundation.
- Past Chairperson, CHASCO YMCA.
- Past Member, Executive Committee, Board of Directors of YMCA of Greater Williamson County.
- Past Chairperson, Board of Directors of Family Eldercare.
- Past President, Round Rock Rotary Club (Recipient, Paul Harris Award).
- Past (Founding) Member, Board of Directors, Central Texas Philharmonic.
- Past (Founding) Member, Board of Directors, Next Act Foundation for Arts + Entertainment.
- Past (Founding) Member, Board of Directors, Round Rock Police Foundation.
- Member, Board of Visitors, Southwestern University.
- Member, Board of Directors, Austin Honor Flight.