William H. Parsons, Jr.



William H. Parsons, Jr.



William H. Parsons, Jr.’s legal practice primarily involves assisting clients by developing and implementing sophisticated federal and state tax planning strategies to accomplish complex commercial/business transactions. Mr. Parsons has represented numerous corporations, general and limited partnerships, limited liability companies and trusts. In the corporate area, he has formed many corporations involving the tax-free contribution of appreciated assets, has done tax planning for sales of substantially all of a corporation’s assets, performed tax planning and documentation for complex acquisitions and tax-free reorganizations and both taxable and non-taxable liquidations. He also has extensive experience in executive compensation techniques including statutory and non-statutory options, restricted stock plans and stock appreciation rights plans.

Read More

In addition, Mr. Parsons has also been very active in representing both general and limited partnerships and limited liability companies primarily in the real estate area. He has been involved in a substantial number of private placement offerings with respect to raw land, commercial, industrial, residential and natural resource holdings. Building on his service as an attorney/reviewer in the Office of the Chief Counsel of the Internal Revenue Service in Washington D.C., Mr. Parsons continues to represent clients in controversies with the Service. Such representation has included sophisticated income tax audits for businesses, tax exempt organizations and individuals. He has obtained private letter rulings from the Service on complex business transactions as well as favorable determination letters for Section 501(c)(3) organizations.

Legal Experience

  • Tax planning for a tax-free conversion of a limited liability company into a C corporation in a complex new markets tax credit transaction.
  • Tax-free incorporation of a medical equipment manufacturer to serve as the common parent for several affiliated companies.
  • Implemented the acquisition of numerous subsidiary corporations for a large financial holding company and planning for filing consolidated tax returns as an affiliated group.
  • Drafted a stock appreciation rights plan for a bank holding company involving complex planning with respect to Section 409A of the Internal Revenue Code.
  • Acted as lead counsel for the formation of a large joint venture to operate and expand a technological center.
  • Served as tax counsel for the formation of a partnership to construct, own and operate the first attorney-owned law building in the state of Colorado.
  • Tax counsel responsible for structuring tax-free reverse triangular mergers for approximately a score of high-tech companies in the Denver Metropolitan area.
  • Successful defense of an Internal Revenue Service taskforce audit involving a challenge to the exempt status of a large Colorado 501(c)(3) exempt organization.
  • Successfully defended a sales tax audit by a local municipality.
  • Successfully defended an income tax audit brought by the Internal Revenue Service involving business bad debt net loss carryovers.
  • Settled a docketed tax court case with the IRS Chief Counsel’s office involving an attached on a Section 1031 like-kind exchange.


  • Leadership Denver, Denver Metropolitan Chamber of Commerce
  • Former Tax Committee Chair of the National Association of Public Pension Plan Attorneys
  • Lifetime member of the Greater Denver Tax Counsel Association
  • Denver and Colorado Bar Associations

Contact Info

Practice Areas


  • University of New Mexico J.D., 1970
  • University of New Mexico B.A., 1967


  • Admitted to practice in Colorado, Texas, New Mexico