Kevin G. Bender

Kevin G. Bender is a tax attorney with broad and deep experience in a vast range of federal tax matters with a specialty in partnership taxation, particularly as it relates to private equity and specialized real estate transactions.  Kevin also has a robust practice advising tax-exempt organizations on federal tax and corporate governance matters.  Kevin is an adjunct professor of law at his alma mater, William & Mary Law School, where he teaches a course on partnership taxation.

Kevin provides sophisticated tax and related legal advice to real estate investment trusts (“REITs”), sponsors of Delaware statutory trusts (“DSTs”), real estate investment funds, and their investors on a wide variety of tax matters including “UPREIT” property contributions, debt-financed distributions in connection with property contributions, tax protection agreements, preferred and common partnership interest issuances, section 1031 tax-deferred exchanges, private placement syndications of fund and DST interests, public stock offerings, oil & gas and other energy-related private placement offerings, long-term incentive plans (“LTIPs”), low income housing tax credit (“LIHTC”) transactions, mergers, recapitalizations, reorganizations, acquisitions, asset sales, and workouts. In connection with his real estate and partnership tax practice, Kevin has assisted investors in REITs and other real estate investment vehicles with the formation of preferred partnership structures designed to mitigate the effects of negative tax capital accounts and minimize federal estate taxes.

Additionally, Kevin provides tax advice to private equity and venture capital funds, their investors, and their target companies, with a particular focus on healthcare businesses and registered investment advisors taxable as partnerships.  He has advised clients on both the buy and sell side of private equity and venture capital transactions on tax structuring, including advising on rollover equity structures, debt-financed distributions, recapitalizations, debt-to-equity conversions, the taxation of SAFEs and other bespoke debt instruments, public offerings, LTIPs, taxation of carried interests (including carried interest “crystallization”), and qualified small business stock qualification under section 1202.

In addition to his real estate and partnership tax practices, Kevin has a robust tax-exempt practice focused on the formation and operation of a wide variety of tax-exempt organizations, including private foundations, public charities, social welfare organizations, fraternal lodge organizations, supporting organizations, and many others. He advises tax-exempt clients in connection with both tax and corporate matters, including tax audits, tax and financial reporting requirements, corporate governance, appropriate federal and state registration requirements, conflicts of interest, private foundation excise taxes, and many other tax, accounting, and legal matters.  Kevin also has advised on numerous mergers, acquisitions, consolidations, and reorganizations of tax-exempt organizations.

Kevin is a frequent writer and speaker. He has taught numerous continuing-legal-education programs, spoken at the American Bar Association Section of Taxation National CLE Conference, the Virginia Society of Certified Public Accountants Forensic and Valuation Conference, and at events hosted by many tax-exempt organizations. He also has published articles on partnership tax, estate tax, generation-skipping transfer tax, payroll tax and federal tax valuation.

In addition to practicing law, Kevin is a small business owner and award-winning filmmaker. Before becoming an attorney, he was an accountant and financial analyst for a large multinational financial services company.

Kevin obtained his law degree from the College of William & Mary School of Law in Williamsburg, Virginia (his hometown), where he graduated summa cum laude, ranked second in his class, and received the John E. Donaldson Award for best tax student. He received his undergraduate degree, with Distinction, from the University of Virginia.