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Carl E. Hartley


Carl. E. Hartley concentrates his practice in state and local taxation and federal taxation, as well as represents clients in corporate law and real estate law matters, and additionally represents clients seeking economic incentives from state and local governments.

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Professional Biography


Mr. Hartley was head of Baker Donelson's Tax Department for ten years culminating in March 2013. In these practice areas he represents a broad spectrum of clients, both individuals and businesses, including in particular manufacturers, distributors, wholesalers, retailers and service providers.

Mr. Hartley's state and local tax practice includes representing clients in a wide variety of tax controversies, both administratively and in court, opposing the Tennessee Department of Revenue as well as local counties and cities in this State. Such controversies have focused upon the Tennessee excise and franchise taxes, sales and use taxes, real and personal (both tangible and intangible) property taxes, liquor-by-the-drink taxes, hotel-motel taxes, mineral severance taxes, real estate transfer taxes, private chapter taxes, among others. Mr. Hartley also represents clients opposing insurance related taxes before the Tennessee Department of Commerce and Insurance.

Mr. Hartley's state and local tax representation of clients includes not only controversies arising from audits and litigation, but also advice involving successor liability circumstances, penalty waiver requests, offers in compromise, applications for tax exemptions, benefits and incentives, and voluntary disclosure agreements. He regularly assists clients in Tennessee and several other states, including Georgia, in connection with state and local tax planning considerations, such as choice and formation of business entities and tax planning regarding various business opportunities and transactions; as well as advice as to nexus inquiries and many other multistate circumstances and planning considerations.

Mr. Hartley is also regularly involved in assisting clients in efforts to enact or oppose tax related legislation in the Tennessee Legislature. He testifies before various legislative committees and works closely with the Firm's Tennessee Public Policy Group to assist clients in their legislative endeavors. He has significant experience in drafting and, where necessary, opposing proposed tax laws and regulations during the legislative enactment or the administrative promulgation process.

Mr. Hartley also represents clients in a wide range of matters before the Tennessee Department of Economic & Community Development, including negotiations with that Department for purposes of seeking various types of financial assistance related to anticipated new or expanded locations within this State. He also assists clients with respect to completing and filing with that Department the appropriate applications and supporting data in order to receive training and/or infrastructure assistance from or through said Department.

Mr. Hartley's federal tax practice includes choice and formation of business entities; capital formation; acquisitions and divestitures; mergers, reorganizations and restructuring of business entities; business tax planning; and tax considerations in regard to real estate and other tax audits, both during the IRS audit process as well as at the IRS appeals office; and represents clients in those administrative efforts seeking refund of taxes or abatement of penalties and interest. He has also represented clients before the U.S. Tax Court in contesting federal tax liabilities.

Professional Honors & Activities
  • Department Chair, Baker Donelson's Tax Department (2003 – 2013)
  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell (1991 to date)
  • Recognized in The Best Lawyers in America® in Tax Law (since 2005), Corporate Law (since 2008), Non-Profit/Charities Law (since 2011), Tax Litigation & Controversy (since 2012), Economic Development Law (since 2019)
  • Named the Best Lawyers' 2020 and 2015 Chattanooga Tax Law "Lawyer of the Year"
  • Named the Best Lawyers' 2016 Chattanooga Corporate Law "Lawyer of the Year"
  • Listed in Mid-South Super Lawyers in Tax Law (2007 – 2012)
  • Chairman, Tax Section, Tennessee Bar Association (1981 – 1982)
  • Chairman, Tax Committee and Director (1986 – 2002, 2009 – 2010, 2012 to date) and Executive Committee Member (2009 – 2010, 2012 to date), Tennessee Chamber of Commerce & Industry
  • Chairman, Tax Committee, Chattanooga Manufacturers Association (2004 to date)
  • Special Committee on State Taxation, Tennessee Bar Association (1999)
  • Tennessee Bar Foundation (1994 to date)
  • Chattanooga Bar Foundation (2011 to date) 
  • Tennessee Federal Tax Institute, Past Trustee (1981)
  • Regional Liaison Committee, Internal Revenue Service (1980 – 1982)
  • Member – Tennessee Bar Association; State Bar of Georgia; American Bar Association
  • Chattanooga Golf & Country Club – President (1993); Member of Capital Funds Committee (1998 to date)
  • Chair – Baker Donelson's Audit Letter Response Committee
  • Member – Baker Donelson's Conflicts Committee
  • Member – First Centenary United Methodist Church
  • Chair – Constitution and Bylaws Committee, Rotary Chattanooga (2007 – 2010)
  • Member – WTCI Public TV Board of Directors (1992 – 1998)
  • President – American Lung Association of Tennessee, Southeast Chapter (1987)
Representative Cases
  • High Country Adventures, Inc., et al v. Polk County, Tennessee, WL 4853105 (Tenn. Ct. App. 2008), application for permission to appeal denied by Tenn. Sup. Ct. May 4, 2009.
  • Eastman Chemical Co. v. Johnson, Tennessee Commissioner of Revenue, 151 S.W.3d 503 (Tenn. Sup. Ct. 2004), representing amicus curiae, Tennessee Chamber of Commerce & Industry
  • Combustion Engineering, Inc. v. Jackson, Tennessee Commissioner of Revenue, 705 S.W.2d 655 (Tenn. Sup. Ct. 1986)
  • Robertson & Associates (Alabama), Inc. v. Boswell, Alabama Commissioner of Revenue, 361 So.2d 1070 (Ala. Sup. Ct., 1978)
Legislative Testimony

Presentations and/or testimony before committees of the Tennessee Legislature regarding various tax issues, including:

  • Testimony in 2018 regarding need to decouple from certain Federal Tax Reform provisions, which assisted in the enactment of legislation decoupling from both limited interest deductions and unfavorable treatment of economic development type grants.
  • Successful presentations to legislative leadership assisting in the ultimate 2017 enactment of single sales factor apportionment formula for manufacturers.
  • Successful presentations to legislative leadership assisting in the ultimate enactment effective in 2016 of triple weighting of the receipts factor for apportionment purposes.
  • Successful presentations to legislative leadership and administration representatives so as to prevent enactment of a bill in 2014 that would have eliminated a useful sales/use tax credit for businesses.
  • Testimony regarding numerous sales and use tax issues involving various industries.
  • Testimony regarding procedures for contesting taxes administered and collected by the Tennessee Department of Revenue.
  • Testimony regarding various property (real, tangible and intangible) tax issues.
Speaking Engagements
  • "Tennessee Chamber Business Tax Workshop" (September 2019)
  • "State/Local Tax Update - Wayfair," Second Annual Manufacturers Forum (May 2019)
  • "Tennessee Chamber Business Tax Workshop" (September 2018)
  • "COST's Southeast Regional State Tax Seminar" (June 2018)
  • "2018 Tennessee Tax and Finance Seminar for Manufacturers" (January 2018)
  • "Appeals Procedures Update," Council on State Taxation (COST) Southeast Regional State Tax Seminar, Memphis, Tennessee (November 2017)
  • Moderator – "State Tax Policy Update – Including State Tax Implications of Federal Tax Reform," Council on State Taxation (COST) Southeast Regional State Tax Seminar, Memphis, Tennessee (November 2017)
  • Annual Moderator – Tennessee Chamber of Commerce & Industry State Tax Annual Conference, Nashville, Tennessee (1995 – 2017)
  • "Tennessee Chamber Business Tax Workshop" (September 2017)
  • "Tennessee's New Single Sales Factor for Manufacturers," Tennessee Manufacturers Association Roadshow, Chattanooga, Tennessee (August 2017)
  • "Tennessee Chamber Business Tax Workshop" (August 2016)
  • "Business Tax Workshop 2015" (September 2015)
  • "Discussion of State Tax Appeals Procedures," Council On State Taxation, Southeast Regional Meeting (March 2015)



  • University of Tennessee College of Law, J.D., 1973
  • University of Tennessee, B.S., 1970


  • Tennessee, 1973
  • Georgia, 1979
  • U.S. Tax Court, 1976
  • U.S. District Court, Eastern District of Tennessee, 1974
  • U.S. Court of Appeals for the Sixth Circuit, 1987
  • U.S. Supreme Court, 1984

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