Aaron P. Pinegar
Partner, Dallas
Practice Areas
Experience
- Family Office
- Mergers, Acquisitions, & Divestitures
- Partnerships, S Corps, & LLCs
- Private Equity
- Qualified Opportunity Zone Representation
- Renewable Energy
- Transactional Tax Planning
Biography
Aaron Pinegar concentrates his practice on U.S. federal income tax structuring and planning for a wide range of business transactions, including domestic and international mergers, acquisitions, divestitures, roll-ups, joint ventures, tax-free reorganizations, spin-offs, tax-deferred rollovers, financings, and restructurings. Aaron also advises clients on the carbon oxide sequestration tax credit under section 45Q of the tax code. Aaron’s clients have included public companies, private equity funds, family offices, private businesses, and high net worth individuals.
A lawyer’s lawyer, Aaron is widely recognized as a go-to resource for transactional tax counsel both inside Jackson Walker and by outside lawyers and law firms across the country. Aaron is regularly engaged by outside lawyers and firms to serve as tax co-counsel on a wide variety of matters for their clients. Having worked on numerous private M&A transactions, Aaron is engaged by clients and co-counsel relationships not only for his tax expertise, but also for his judgment on the business issues involved in a transaction and for his ability to explain complex concepts in an accessible manner.
Education
B.S., magna cum laude, Brigham Young University
J.D., Columbia Law School
- Harlan Fiske Stone scholar
- Columbia Business Law Review
Bar Admissions
Texas
Outside Tax Co-Counsel Transactions
- Represented wealth management firm in a sale transaction.
- Represented clinical research company in sale to private equity buyer for $17 million using “F reorganization” structure.
- Represented software company in distressed asset sale and liquidation.
- Represented aviation analytics company in acquisition of software business using “F reorganization” structure.
- Represented Singapore manufacturing services provider in sale to private equity company for cash and rollover equity totaling $125 million.
- Represented startup clients on tax issues relating to investment, qualified small business stock (“QSBS”), and compensatory arrangements.
- Represented insurance solutions business in sale to insurance services business for $200 million.
- Represented commerce solution provider in cross-border sale to digital consultancy business for $30 million.
- Represented swimwear apparel business in sale of minority interest to public company for $18 million.
- Represented software company in combination with cloud-based web application business.
- Represented U.S. software company in cross-border sale for $30 million.
- Represented dental laboratory software business in sale to investment firm for $19 million.
- Represented telecom provider business in sale to private equity platform company for $15 million.
- Represented auto dealership in sale of business for $32 million.
- Represented engineering company in sale to public buyer pursuant to tax-deferred reorganization.
- Represented waste disposal company in sale to private equity buyer for $220 million.
- Represented venture capital owned business in acquisition of flight management applications business.
- Represented engineering and construction firm in sale to private equity buyer for $90 million.
- Represented software company in sale to SaaS business pursuant to reverse triangular merger for $9 million.
- Represented eyewear business in sale to private equity buyer for cash and rollover equity totaling $70 million.
- Represented engineering firm in accepting private equity investment via anti-churning structure.
- Represented restaurant technology business in acquisition of guest experience platform pursuant to a tax-deferred reorganization.
- Represented healthcare solutions business in sale to private equity platform company for cash and rollover equity totaling $35 million.
- Represented commercial flooring business in sale to private equity buyer for $220 million.
- Represented veterinary practice in sale to private equity buyer for $28 million.
- Represented numerous financial advisory businesses in sale to private equity aggregator for cash and rollover equity (deal sizes range from $7 million to $18 million).
- Represented U.S. social media company in “acqui-hire” sale to German company for $30 million.
- Represented private investment company in acquisition of upstream oil and gas assets for $27 million.
- Represented media solutions business in sale to public company for $17 million.
General M&A
- Represented car wash business in sale to private equity buyer for $87 million.
- Represented family office in auction sale of the equity of a manufacturing business subsidiary for $270 million.
- Represented public property management software company in its acquisition of the assets of a software business for approximately $250 million.
- Represented family office in its auction acquisition of a technology company for $130 million.
- Represented home fashion business in its acquisition of the North American division of a Brazilian home furnishing company for approximately $126 million, including equity rollover.
- Represented home textile business in its acquisition for $130 million of a home fashion products business through a reverse triangular merger.
- Represented private equity seller in sale of the equity of an automotive business subsidiary for $40 million.
- Represented private equity fund in the acquisition of an international software company for approximately $52 million, including equity rollover.
- Represented family office in acquisition of the assets of a candy business portfolio company from a private equity fund for $20 million, including equity rollover.
- Represented private company in the sale of the assets of its RV business and related real estate for $85 million, including equity rollover.
- Represented family office in acquisition of equity of linens business for $75 million, including equity rollover.
- Represented national healthcare organization in its acquisition of the assets of multiple anesthesia practices for approximately $36 million.
- Represented bank in the acquisition of a minority partnership interest for $15 million.
- Represented eye surgery practice in the reorganization and sale of its business to private equity buyer.
- Represented luxury designer boutique in its $25 million equity issuance using a disguised sale structure.
- Represented private equity fund in reorganization and acquisition of S corporation target for approximately $14 million.
- Represented emergency medical practice in its reorganization and sale to private equity buyer for approximately $19 million, including equity rollover.
- Represented public upstream oil and gas company in its acquisition of mineral properties through a tax-deferred transaction.
- Represented public telecommunications company in the sale of its managed application and hosting services business.
- Represented family office in joint sale of packaging business.
- Represented multiple urology practices in sale to a private equity buyer.
- The Best Lawyers in America (Woodward/White Inc.), Tax Law, 2025
- “Best Lawyers in Dallas” List, D Magazine, 2022-2024
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2016-2017
- Author, “IRS Announces Voluntary Disclosure Program for Employee Retention Tax Credits,” Jackson Walker Insights (January 2024)
- Presenter, “M&A Tax Primer,” Dallas Bar Association, M&A Section (December 2023)
- Presenter, “Tax Traps and War Stories in M&A,” Dallas Bar Association, Tax Section (November 2023)
- Author, “What the IRS is Saying Lately about the Employee Retention Tax Credit,” Jackson Walker Insights (August 2023)
- Presenter, “Opportunity Zone Investments,” Dallas Bar Association, Real Property Section (November 2019)
- Panelist, “Securities Law and Opportunity Zone Funds,” OZ Expo Conference (October 2019)
- Presenter and Panelist, “Opportunity Zones in Texas,” South Texas Commercial Association of Realtors 2019 Commercial Summit (June 2019)
- Panelist, “Domestic M&A and Private Equity Considerations Following Tax Reform,” RSM Dallas Tax Summit (December 2018)
- Presenter, “M&A Tax Considerations Following Tax Reform,” Dallas Bar Association, M&A Section (October 2018)
- Presenter, “Tax 101 for M&A Lawyers,” Dallas Bar Association, M&A Section (December 2017)
- Author, “The IRS Brings Partial Clarity to North-South Scenarios,” Law360, Expert Analysis (May 2017)
- Presenter, “Tax Planning with Partnerships in Cross-Border Transactions,” Tax Executives Institute, Houston Chapter (May 2017)
- Dallas Bar Association, Tax Section
August 15, 2024
Attorney News
‘The Best Lawyers in America’ Features 306 Jackson Walker Attorneys in 2025 Edition, Including 9 “Lawyers of the Year” and 75 “Ones to Watch”
The Best Lawyers in America has recognized 306 Jackson Walker attorneys across 81 specialty practice areas in its 2025 edition, including 9 Lawyers of the Year and 75 Ones to Watch. In this year’s guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (75 attorneys) and Real Estate Law (55 attorneys) and the addition of 27 attorneys as Best Lawyers.
April 19, 2024
Attorney News
Jackson Walker Congratulates 23 Attorneys Named Among 2024 “Best Lawyers in Dallas” List
Jackson Walker congratulates the 23 attorneys recognized among D Magazine’s list of the “Best Lawyers in Dallas” for 2024. For recognition in the list, Dallas attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
January 8, 2024
Insights
IRS Announces Voluntary Disclosure Program for Employee Retention Tax Credits
For those following the news reports, the IRS has identified rampant fraud (not all claims, of course) in the ERTC; the IRS is offering, through the Program, some especially generous alternatives for taxpayers who may be having second thoughts on having claimed the ERTC. Taxpayers must act quickly; participation in the Program is available only for a limited period of time.
By Aaron Pinegar
December 8, 2023
Speaking Engagements
Aaron Pinegar Presents “M&A Tax Primer” at Dallas Bar Association CLE
Jackson Walker partner Aaron P. Pinegar will be making a CLE presentation entitled “M&A Tax Primer” to the Mergers & Acquisitions Section of the Dallas Bar Association on Tuesday, December 12, 2023.
October 27, 2023
Speaking Engagements
Aaron Pinegar to Present at Dallas Bar Association’s Tax Section CLE Program
Jackson Walker partner Aaron Pinegar will present “Tax Traps and War Stories in M&A” at the Dallas Bar Association’s Tax Section CLE at 12 p.m. on Monday, November 6.
Practice Experience
Outside Tax Co-Counsel Transactions
- Represented wealth management firm in a sale transaction.
- Represented clinical research company in sale to private equity buyer for $17 million using “F reorganization” structure.
- Represented software company in distressed asset sale and liquidation.
- Represented aviation analytics company in acquisition of software business using “F reorganization” structure.
- Represented Singapore manufacturing services provider in sale to private equity company for cash and rollover equity totaling $125 million.
- Represented startup clients on tax issues relating to investment, qualified small business stock (“QSBS”), and compensatory arrangements.
- Represented insurance solutions business in sale to insurance services business for $200 million.
- Represented commerce solution provider in cross-border sale to digital consultancy business for $30 million.
- Represented swimwear apparel business in sale of minority interest to public company for $18 million.
- Represented software company in combination with cloud-based web application business.
- Represented U.S. software company in cross-border sale for $30 million.
- Represented dental laboratory software business in sale to investment firm for $19 million.
- Represented telecom provider business in sale to private equity platform company for $15 million.
- Represented auto dealership in sale of business for $32 million.
- Represented engineering company in sale to public buyer pursuant to tax-deferred reorganization.
- Represented waste disposal company in sale to private equity buyer for $220 million.
- Represented venture capital owned business in acquisition of flight management applications business.
- Represented engineering and construction firm in sale to private equity buyer for $90 million.
- Represented software company in sale to SaaS business pursuant to reverse triangular merger for $9 million.
- Represented eyewear business in sale to private equity buyer for cash and rollover equity totaling $70 million.
- Represented engineering firm in accepting private equity investment via anti-churning structure.
- Represented restaurant technology business in acquisition of guest experience platform pursuant to a tax-deferred reorganization.
- Represented healthcare solutions business in sale to private equity platform company for cash and rollover equity totaling $35 million.
- Represented commercial flooring business in sale to private equity buyer for $220 million.
- Represented veterinary practice in sale to private equity buyer for $28 million.
- Represented numerous financial advisory businesses in sale to private equity aggregator for cash and rollover equity (deal sizes range from $7 million to $18 million).
- Represented U.S. social media company in “acqui-hire” sale to German company for $30 million.
- Represented private investment company in acquisition of upstream oil and gas assets for $27 million.
- Represented media solutions business in sale to public company for $17 million.
General M&A
- Represented car wash business in sale to private equity buyer for $87 million.
- Represented family office in auction sale of the equity of a manufacturing business subsidiary for $270 million.
- Represented public property management software company in its acquisition of the assets of a software business for approximately $250 million.
- Represented family office in its auction acquisition of a technology company for $130 million.
- Represented home fashion business in its acquisition of the North American division of a Brazilian home furnishing company for approximately $126 million, including equity rollover.
- Represented home textile business in its acquisition for $130 million of a home fashion products business through a reverse triangular merger.
- Represented private equity seller in sale of the equity of an automotive business subsidiary for $40 million.
- Represented private equity fund in the acquisition of an international software company for approximately $52 million, including equity rollover.
- Represented family office in acquisition of the assets of a candy business portfolio company from a private equity fund for $20 million, including equity rollover.
- Represented private company in the sale of the assets of its RV business and related real estate for $85 million, including equity rollover.
- Represented family office in acquisition of equity of linens business for $75 million, including equity rollover.
- Represented national healthcare organization in its acquisition of the assets of multiple anesthesia practices for approximately $36 million.
- Represented bank in the acquisition of a minority partnership interest for $15 million.
- Represented eye surgery practice in the reorganization and sale of its business to private equity buyer.
- Represented luxury designer boutique in its $25 million equity issuance using a disguised sale structure.
- Represented private equity fund in reorganization and acquisition of S corporation target for approximately $14 million.
- Represented emergency medical practice in its reorganization and sale to private equity buyer for approximately $19 million, including equity rollover.
- Represented public upstream oil and gas company in its acquisition of mineral properties through a tax-deferred transaction.
- Represented public telecommunications company in the sale of its managed application and hosting services business.
- Represented family office in joint sale of packaging business.
- Represented multiple urology practices in sale to a private equity buyer.
Recognition & Accolades
- The Best Lawyers in America (Woodward/White Inc.), Tax Law, 2025
- “Best Lawyers in Dallas” List, D Magazine, 2022-2024
- Texas Rising Star, Super Lawyers by Thomson Reuters, 2016-2017
Publications & Speeches
- Author, “IRS Announces Voluntary Disclosure Program for Employee Retention Tax Credits,” Jackson Walker Insights (January 2024)
- Presenter, “M&A Tax Primer,” Dallas Bar Association, M&A Section (December 2023)
- Presenter, “Tax Traps and War Stories in M&A,” Dallas Bar Association, Tax Section (November 2023)
- Author, “What the IRS is Saying Lately about the Employee Retention Tax Credit,” Jackson Walker Insights (August 2023)
- Presenter, “Opportunity Zone Investments,” Dallas Bar Association, Real Property Section (November 2019)
- Panelist, “Securities Law and Opportunity Zone Funds,” OZ Expo Conference (October 2019)
- Presenter and Panelist, “Opportunity Zones in Texas,” South Texas Commercial Association of Realtors 2019 Commercial Summit (June 2019)
- Panelist, “Domestic M&A and Private Equity Considerations Following Tax Reform,” RSM Dallas Tax Summit (December 2018)
- Presenter, “M&A Tax Considerations Following Tax Reform,” Dallas Bar Association, M&A Section (October 2018)
- Presenter, “Tax 101 for M&A Lawyers,” Dallas Bar Association, M&A Section (December 2017)
- Author, “The IRS Brings Partial Clarity to North-South Scenarios,” Law360, Expert Analysis (May 2017)
- Presenter, “Tax Planning with Partnerships in Cross-Border Transactions,” Tax Executives Institute, Houston Chapter (May 2017)
Community Involvement
- Dallas Bar Association, Tax Section