Tax Counsel's Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events

Mr. Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters. Mr. Shelley advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. Mr. Shelley counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters, and the monetization of tax benefits. 

Ms. Whitlock is an Entrepreneur in Residence at Eagle Venture Studio and Profit Inc, bringing 25+ years of national tax expertise across M&A, complex partnership transactions, and large-scale restructurings. A nationally recognized CPA, she has held senior leadership roles in the national tax offices of KPMG, Moss Adams, and PwC, where she advised Fortune-level clients, private equity groups, venture capital funds, and operating companies through some of the most complex partnership and transaction structures in the industry. Ms. Whitlock is known for transforming high-complexity tax environments into clear, strategic paths forward—whether navigating multi-billion-dollar deals, restructuring intricate partnership arrangements, or designing tax-efficient structures for investors and founders. Her work spans energy, manufacturing, real estate, private equity, midstream, and emerging technology, with a consistent reputation for precision, clarity, and actionable insight.