Walter R. TurnerAttorney

Wendel Rosen Black & Dean LLP 1111 BroadwayOakland, CA 94607

Walt is a partner in the firm's taxation and business groups, where his practice focuses on corporate and business transactional matters, with a particular emphasis on federal income tax matters associated with a business transactional practice.  Walt’s practice also focuses heavily on sales and acquisitions, including mergers and other tax free reorganization transactions involving closely-held companies doing business in California and throughout the United States.  The “M&A" (mergers and acquisitions) transactions Walt handles are often the result of succession planning for family-owned businesses, which is another area of focus of his practice. 

In recent years, Walt has also devoted significant time to expert consultant and witness work in complex income tax and federal estate and gift tax cases.  A member of the firm since 1978, he is a former member of the Tax Law Advisory Commission of the California Board of Legal Specialization.  Walt has authored or co-authored numerous publications dealing with income tax matters, and he lectures frequently before trade and professional organizations.


  • Engaged as an expert consultant and witness in a case involving a multi-million dollar transaction challenged by the IRS as a “bogus optional basis tax shelter in which the partnership had allegedly used an Internal Revenue Code Section 754 election to inappropriately increase the basis of its property”. The case was resolved in the client’s favor.

  • Engaged as special income tax counsel to advise on the income tax consequences of a proposed downstream merger of a Delaware corporation engaged in the business of designing, manufacturing and installing photovoltaic solar energy systems. Representation included applying to the IRS for and obtaining a private letter ruling that the proposed transaction was not substantially equivalent to a taxable liquidation of the target company.

  • Engaged as tax and corporate counsel for a privately-held U.S. corporation involved in the manufacture and international distribution of high-end audio equipment in connection with its acquisition by an Italian joint stock corporation and a private equity fund incorporated in Italy. The transaction was structured to qualify for an exception to the general rule of §367(a) of the Internal Revenue Code which requires gain recognition in the case of certain transfers of stock in a U.S. corporation by a U.S. person to a foreign corporation.

  • Participated with the firm’s estate planning group to design and implement a family-owned business succession plan for a high net worth entrepreneurial client. Over a period of several years, the plan achieved the client’s succession planning objectives and produced substantial minimization (to the tune of over $70 million) of income, estate and gift tax consequences through the use of a number of relatively sophisticated techniques, including the deployment of multiple intentionally defective grantor trusts.

  • Engaged to provide an expert witness report in connection with a case before the United States Tax Court in which the principal issue was establishing the fair market value of certain issued and outstanding shares of the non-voting common stock of a group of affiliated California corporations. The shares in question had been the subject of certain intra-family gift and sales transactions that were challenged by the IRS.


  • “Qualifying Asset Sales Must Close by the End of a Pre-2010 Fiscal Year,” co-author, Wendel Rosen Client Update, November 20, 2009
  • "Independent-Contractor Status in Employment Law, Part III: Federal Income Tax Consideration," California Business Law Practitioner, Fall 1989
  • "Commercial Real Property Lease Practice," Tax Chapters-Supplement, contributor, CEB, 1982 to 1992


Available Articles:


California Board of Legal Specialization
  • Tax Law Advisory Commission; member

Latin America Community Assistance Foundation (LACA)
  • Director, 1991 to present

Alameda County Fee Arbitration Program
  • Participant, 1984 to present

East Bay Tax Club
  • Member
  • President, 1989 to 1990

Alameda County Bar Association
  • Member


  • “Family Business Succession Planning – Time Waits For No One,” panelist, October 10, 2010
  • "Tax-Free Exchanges," lecturer, National Conference of Real Estate Executives (now CoreNet)
  • "Income Tax Consequences of Real Property Transaction," lecturer, California Continuing Education of the Bar
  • "Advising and Organizing California Business," lecturer, California Continuing Education of the Bar
  • "Tax Aspects of Commercial Lease Transactions," lecturer, Continuing Legal Education International
  • "Tax Aspects of Safe Harbor Leasing," lecturer, National Staff Leasing Association


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