About Brian Gaudet

Brian Gaudet works with private and public companies to help design tax-optimal legal entity structures and day-to-day transaction flows. Brian has wide-ranging experience handling domestic and international transactional tax work for buyers, sellers, and investors as well as experience in state & local tax and tax incentive work, including Qualified Opportunity Zone transactions.

Brian also has Tax & Business practice experience that includes estate planning and trust & estate administration. Brian’s Corporate practice experience includes corporate governance & compliance, mergers & acquisitions, private equity, restructuring, and real estate structuring. He approaches issues tactically, with years of experience developing practical legal strategies for clients. For more than a decade, he served as the Head Tax Counsel at CVS Health.

Brian regularly writes on issues related to his tax practice, including IRS Source-of-Income Rules and Business Interest Deduction Limitations for Health Care Entities.

Concentrations

•Qualified Opportunity Zones
•Legal entity structuring
•Domestic and international planning
•Mergers, acquisitions, and divestitures
•Domestic and international tax compliance
•Executive and incentive compensation
•Tax controversies and litigation
•Rule requests and general taxpayer representations
•Federal and state voluntary disclosures
•Corporate transactions
•Public charities, private foundations, social welfare organizations, and political organizations

Recognition & Leadership

Awards & Accolades

•Listed, The Best Lawyers in America, Business Organizations (including LLCs and Partnerships), 2026
•Recognized, Chambers USA Guide, “Massachusetts - Tax,” 2014-2017

 

Awards

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Areas of Law

  • Other 6
    • Tax
    • State & Local Tax (SALT)
    • Opportunity Zone Funds
    • Tax & Business Group
    • Environmental, Social & Governance (ESG)
    • Energy & Natural Resources

Practice Details

  • Firm Information
    Position
    Of Counsel
    Firm Name
    Greenberg Traurig, LLP
  • Representative Cases & Transactions
    Cases
    Experience: Representative Matters: Assisted in the largest Qualified Opportunity Zone Fund mergers in the program's nascent history. The mergers consolidated more than 20 funds representing the largest consolidated Qualified Opportunity Fund in the market. The consolidated funds hold approximately US$1 billion of invested capital.
    Represented a U.S.-based worldwide apparel manufacturing company in connection with its acquisition of a competitor, devising
    implementing its international tax strategy
    structure.
    Represented a U.S.-based life-sciences technology engineering company to h
    le U.S.
    foreign tax issues generally
    in connection with its U.S. $350m sale of division assets consisting mostly of intellectual property.
    Navigated the U.S. tax rules applicable to an expatriated U.S. company with respect to its outbound merger into a U.K. public company.
    Advised a health care consulting company regarding U.S. tax issues arising in connection with private equity investment
    a subsequent sale to a strategic buyer for more than U.S. $50m.
    Advised U.S.-based company that develops
    assembles financial data transmission networks around the world regarding its global tax issues affecting its growth
    expansion initiatives.
    Devised
    implemented an international tax strategy for a U.S. company engaged in the worldwide sourcing
    transportation of construction materials.
    Assisted a publicly held apparel distributor based in Massachusetts with the liquidation of its multi-state income/franchise tax exposures
    obtained from Massachusetts U.S. $18m of refunded income/franchise tax
    interest.
    Assisted a global software manufacturer
    distributor in the reduction of a proposed U.S. $23m IRS tax assessment in connection with the transfer of intellectual property to a related party outside the United States.
    Structured a tax-free spin-off of a manufacturing corporation valued at more than U.S. $50m.
    Structured multimillion-dollar sale of an S corporation stock held by a decedent's estate.
    Assisted various public companies in making strategic business acquisitions valued at more than U.S. $30b with tax due diligence, corporate tax structuring,
    post-acquisition integration matters.
    Obtained the cooperation of the Florida Department of Revenue in defending a class action suit against an East Coast big-box retailer, involving the proper collection of sales taxes in connection with discount promotions.
    Advised multiple payroll departments in connection with the Federal
    State withholding tax reporting
    collection issues in connection with nonimmigrant alien
    other employees, fringe benefits,
    other payroll matters.
    Represented several startup corporations
    their shareholders in connection with preservation of Federal tax benefits related to their qualified small business stock investments through new money rounds
    shareholder redemptions.
    The above representations were h
    led by Mr. Gaudet prior to his joining Greenberg Traurig, P.A.
    In-House Experience: Head Tax Counsel, CVS Health, 1999-2010
    Previous Experience: Tax Manager, EY, 1990-1994
  • Pro Bono Services
    Time Spent on Pro Bono Work: 10%
  • Additional Links

Experience

  • Bar Admission & Memberships
    Admissions
    Florida
    Massachusetts
    U.S. Tax Court
    Memberships
    Boston Bar Association.
  • Education & Certifications
    Law School
    Boston University School of Law
    Class of 1990
    LL.M.
    Tax

    Suffolk University Law School
    Class of 1984
    J.D.
    cum laude
    Other Education
    University of Massachusetts
    Class of 1980
    B.A.

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Attorneys FAQs

  • Is this attorney admitted to practice in any U.S. Federal Courts?
    Brian Gaudet is admitted to practice before the United States Tax Court.
  • Is this attorney Martindale-Hubbell Peer Review rated?
    Yes, Brian Gaudet has a 4.9 Peer Rating from Martindale-Hubbell.
  • How many attorneys are in this law firm?
    Greenberg Traurig, LLP has 2750 attorneys at this location.
  • What law school did this attorney attend?
    Brian Gaudet attended Boston University School of Law and Suffolk University Law School.
  • How much pro bono work does this attorney do?
    Brian Gaudet spends 10% of their time working pro bono.