Scott D. Smith

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Of Counsel
Baker Donelson Center
Suite 800
211 Commerce Street
Nashville, Tennessee 37201
T: 615.726.7391
F: 615.744.7391

Scott Smith's tax practice is concentrated in SALT and federal corporate income tax. With over 25 years of experience, Scott's SALT practice is national in scope and focused on multistate and Tennessee tax controversies and tax planning. His SALT experience includes being an assistant counsel on the Multistate Tax Commission's legal staff and a partner in a "Big 4" accounting firm's Washington National Tax Practice. Scott advises and counsels a range of clients, from middle market companies to publicly-traded enterprises, on a variety multistate tax matters. He has represented clients in state courts and administrative tax tribunals in numerous states, including Arizona, California, Colorado, Delaware, Kentucky, Maine, Montana, Tennessee and Virginia. Scott's SALT representation includes serving as legal counsel to clients undergoing unclaimed property audit examinations, including defending clients in audits by third party contingent fee auditors, and assisting clients in their unclaimed property compliance.

He also advises clients on the federal and state tax consequences of mergers and acquisitions, intra-group reorganizations and business planning. His advice and representation extends to special purpose entities, such as IC-DISCs, captive insurance companies, and the U.S. tax issues for structuring in-bound foreign direct investment.    

Recent Representative Matters

  • Handled the intra-group reorganization of a publicly-traded client's affiliated group to centralize business lines and brand management.
  • Represented and advised clients on applications for approval to deduct intangible expenses for Tennessee tax purposes.
  • Advised clients regarding federal and state tax matters concerning the establishment of captive insurance companies.
  • Advised on the federal and state tax consequences of a client's international and U.S. business reorganization.
  • Implemented an IC-DISC for a client's growing U.S. export business.
  • Negotiated and secured a favorable ruling sustaining a client's affiliated manufacturing and distribution structure and state tax benefits.
  • Advised community banks on methods and structures for tax-efficient recapitalizations receiving bank regulatory approval.
  • Served as lead tax counsel on billion dollar merger of community banks.
  • Negotiated Tennessee business tax voluntary disclosure agreement on behalf of an out-of-state client's Tennessee manufacturing operations.
  • Represented a public company client in multistate tax litigation on nonbusiness income and unitary business issues that resulted from client's gain from the disposition of a major business segment.
  • Represented a client in a state court case of first impression regarding client's right to file a unitary combined report.
  • Advised a cloud computing enterprise on the Tennessee and other state sales and use tax treatment of the client's mobile app.
  • Advised multi-entity family owned business enterprise on the tax-efficient consolidation and reorganization of operations consistent with succession planning.
  • Implemented "blocker" structures for foreign direct investment into U.S. businesses.
  • Secured favorable state letter ruling for client related to Section 199 Domestic Production Activities deduction.
  • Advised clients on the unwind of multistate tax planning structures and negotiation of multistate voluntary disclosure agreements.
  • Performed multistate nexus studies, income apportionment planning, and negotiated multistate voluntary disclosure agreements on behalf of fast growing middle market companies expanding business activities and revenues nationally.
  • Advised middle market clients on nexus isolation and planning.
  • Represented clients in multistate income tax, sales and use tax audit defense.
  • Advised client on the Tennessee sales and other transactions tax treatment of the distribution of the client's new product.  

Publications & Speaking Engagements

Mr. Smith regularly speaks on SALT topics and issues of interest to the business community. He has spoken before the Council of State Taxation ("COST") Income Tax Conference, COST Sales Tax Conference, and COST Southeast Regional Conferences, SEATA, TEI-Nashville Chapter, Georgetown University State and Local Tax Conference, New York University Institute on State and Local Taxation, and the ABA Tax Section He also regularly hosts the Nashville SALT Breakfast Briefing, a quarterly get-together for clients and friends in Middle Tennessee to discuss important Tennessee and multistate tax developments.

His recent publications include:

Professional Honors & Activities

  • State Tax Advisory Board Member – Bloomberg BNA Tax Management, Inc.
  • Member – Tennessee and Nashville Bar Associations, Sections of Taxation 
  • Member – Tennessee Chamber of Commerce & Industry, Tax Committee
  • Member – Williamson County Chamber of Commerce
  • Member – IPT, Nashville Chapter

Admissions

  • Tennessee, 2012
  • Washington, D.C., 2005
  • U.S. Supreme Court, 1991
  • U.S. Tax Court, 1990
  • Ohio, 1987

Education

  • LL.M., Taxation, Georgetown University Law Center, 1991
  • J.D., University of Toledo College of Law, 1987
  • B.A., History, cum laude, Mount Union College, 1984