Skip to content


Todd Keator represents clients in U.S. transactional tax matters, including general corporation, partnership, and limited liability company formation and operation; real estate syndications, development deals, and purchase and sale transactions; REIT structuring and tax advice; tax-deferred 1031 exchanges and structuring; oil and gas syndications, farm-outs, joint ventures, and M&A transactions; private equity and portfolio company formation, operations, restructurings, and M&A transactions; tax structuring for mergers, acquisitions, divisions, and financing; U.S. inbound transactions involving the Foreign Investment in Real Property Tax Act; and state tax planning and advice.

Representative Matters

  • Represented multiple clients in oil and gas acquisitions and divestitures, including preparation and negotiation of tax partnership agreements
  • Represented clients in the formation of a salt water disposal well business, roll-up of same into a limited partnership, and sale of assets to a public entity buyer
  • Represented individuals, partnerships and corporations in various transactions involving insurance products, including syndication of fractional interests in life insurance policies and transactions involving protected cell company insurers
  • Represented corporations in tracking stock transactions related to onshore and offshore oil and gas exploration
  • Represented multiple corporate clients in private and public debt and stock offerings
  • Represented a real estate holding partnership in the refinancing and recapitalization of real estate assets and disguised sale issues
  • Represented multiple clients in oil and gas acquisitions and divestitures, including preparation and negotiation of tax partnership agreements
  • Represented multiple real estate sponsors in the syndication of tenancy-in-common interests in commercial and residential properties
  • Represented an investment firm in the syndication of low income housing tax credits
  • Drafted partnership and LLC agreements for clients in all types of industries
  • Represented state department of transportation in a private toll road development project
  • Represented various MLPs in formation, secondary offering, and asset acquisition transactions
  • Represented individuals and partnerships in various 1031 exchange transactions, including forward and reverse exchanges, “drop & swap” exchanges involving TIC interests and installment notes, build-to-suit exchanges, and “Bartell” structures
  • Represented a sponsor in the formation of a private REIT
  • Drafted tax opinions for various clients on a wide range of federal income tax issues

Honors & Affiliations


  • Chambers USA by Chambers and Partners (Tax), 2021
  • The Best Lawyers in America® by Woodward/White Inc. (Tax), 2016-2021
  • Texas Super Lawyers® by Thomson Reuters (Tax), 2016-2020
  • Texas Rising Stars® by Thomson Reuters (Tax), 2007-2016
  • Recognized Attorney, The Legal 500 United States by Legalease (Tax: International Tax; Tax: US Taxes – Contentious; Tax: US Taxes – Non-Contentious), 2017-2021
  • Best Lawyers in Dallas (Tax: General), D Magazine, 2013, 2018-2021
  • Nolan Fellow, American Bar Association Section of Taxation, 2009


  • Member, American Bar Association Section of Taxation; Chair, Real Estate Subcommittee, 2018-2019
  • Board Member, Texas Federal Tax Institute
  • Incoming Chair, Dallas Bar Association Section of Taxation

Education & Admissions


  • LL.M., 2004, New York University School of Law
  • J.D., 2002, Louisiana State University, Paul M. Hebert Law Center; Order of the Coif; Junior Associate, Louisiana Law Review
  • B.A., 1999, summa cum laude, Louisiana State University


  • Texas

Thompson & Knightis now part of
Holland & Knight

You are being redirected to
If you don’t get directed in the next 10 seconds, click here.