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Brian Gaudet works with private and public companies to help design tax-optimal legal entity structures and day-to-day transaction flows. Brian has wide-ranging experience handling domestic and international transactional tax work for buyers, sellers, and investors as well as experience in state & local tax and tax incentive work, including Qualified Opportunity Zone transactions.

Brian also has Tax & Business practice experience that includes estate planning and trust & estate administration. Brian’s Corporate practice experience includes corporate governance & compliance, mergers & acquisitions, private equity, restructuring, and real estate structuring. He approaches issues tactically, with years of experience developing practical legal strategies for clients. For more than a decade, he served as the Head Tax Counsel at CVS Health.

Brian regularly writes on issues related to his tax practice, including IRS Source-of-Income Rules and Business Interest Deduction Limitations for Health Care Entities.


  • Qualified Opportunity Zones
  • Legal entity structuring
  • Domestic and international planning
  • Mergers, acquisitions, and divestitures
  • Domestic and international tax compliance
  • Executive and incentive compensation
  • Tax controversies and litigation
  • Rule requests and general taxpayer representations
  • Federal and state voluntary disclosures
  • Corporate transactions
  • Public charities, private foundations, social welfare organizations, and political organizations



  • Assisted in the largest Qualified Opportunity Zone Fund mergers in the program’s nascent history. The mergers consolidated more than 20 funds representing the largest consolidated Qualified Opportunity Fund in the market. The consolidated funds hold approximately US$1 billion of invested capital.
  • Represented a U.S.-based worldwide apparel manufacturing company in connection with its acquisition of a competitor, devising and implementing its international tax strategy and structure.°
  • Represented a U.S.-based life-sciences technology engineering company to handle U.S. and foreign tax issues generally and in connection with its U.S. $350m sale of division assets consisting mostly of intellectual property.°
  • Navigated the U.S. tax rules applicable to an expatriated U.S. company with respect to its outbound merger into a U.K. public company.°
  • Advised a health care consulting company regarding U.S. tax issues arising in connection with private equity investment and a subsequent sale to a strategic buyer for more than U.S. $50m.°
  • Advised U.S.-based company that develops and assembles financial data transmission networks around the world regarding its global tax issues affecting its growth and expansion initiatives.°
  • Devised and implemented an international tax strategy for a U.S. company engaged in the worldwide sourcing and transportation of construction materials.°
  • Assisted a publicly held apparel distributor based in Massachusetts with the liquidation of its multi-state income/franchise tax exposures and obtained from Massachusetts U.S. $18m of refunded income/franchise tax and interest.°
  • Assisted a global software manufacturer and distributor in the reduction of a proposed U.S. $23m IRS tax assessment in connection with the transfer of intellectual property to a related party outside the United States.°
  • Structured a tax-free spin-off of a manufacturing corporation valued at more than U.S. $50m.°
  • Structured multimillion-dollar sale of an S corporation stock held by a decedent’s estate.°
  • Assisted various public companies in making strategic business acquisitions valued at more than U.S. $30b with tax due diligence, corporate tax structuring, and post-acquisition integration matters.°
  • Obtained the cooperation of the Florida Department of Revenue in defending a class action suit against an East Coast big-box retailer, involving the proper collection of sales taxes in connection with discount promotions.°
  • Advised multiple payroll departments in connection with the Federal and State withholding tax reporting and collection issues in connection with nonimmigrant alien and other employees, fringe benefits, and other payroll matters.°
  • Represented several startup corporations and their shareholders in connection with preservation of Federal tax benefits related to their qualified small business stock investments through new money rounds and shareholder redemptions.°

°The above representations were handled by Mr. Gaudet prior to his joining Greenberg Traurig, P.A.

  • Head Tax Counsel, CVS Health, 1999-2010
  • Tax Manager, EY, 1990-1994

Recognition & Leadership

  • Recognized, Chambers USA Guide, “Massachusetts – Tax,” 2014-2017


  • LL.M., Tax, Boston University School of Law
  • J.D., cum laude, Suffolk University Law School
  • B.A., University of Massachusetts
  • Florida
  • Massachusetts
  • U.S. Tax Court