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About Lance

Lance Behnke advises clients on a wide range of tax matters with a special focus on partnerships and corporations in the energy industry that are involved in complex domestic and international business transactions. His experience includes tax issues of private equity funds, their portfolio companies and management teams seeking PE financing. 

He is a retired law lecturer at the University of Washington School of Law, where he taught federal tax law in the J.D. and LL.M. programs. Lance is a former head of Bracewell's tax practice and a frequent speaker at seminars and educational programs.


Recent Notable Matters

Private equity firm — tax issues related to the organization, capitalization, disposition and ongoing operation of portfolio companies engaged in exploration and production activities in the Bakken Shale, Permian Basin, Utica Sale, Eagle Ford Shale, Marcellus Shale, Piceance Basin and Williston Basis

Overstock.com, Inc. — issuance of rights offering allowing its shareholders to purchase shares of its preferred stock, including Blockchain Series A Preferred shares to be issued and traded exclusively on the t0 platform, a registered alternative trading platform developed by Overstock.com’s subsidiary

Pro Trans Logistics, Inc. — Action, Inc.’s subsidiary’s acquisition of the stock of Pro Trans Logistics, Inc.

Kinder Morgan, Inc. — acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso Pipeline Partners, L.P., for a total transaction value of approximately $76 billion

Kinder Morgan, Inc. — $38 billion acquisition of El Paso Corporation, creating the third largest energy company in North America

University of Texas M.D. Anderson Cancer Center — securities matters relating to its acquisition of shares of Class B common stock of Premier, Inc. regarding the reorganization of Premier Healthcare Alliance, L.P. and the initial public offering by Premier, Inc.

Chesapeake Energy Corporation — initial public offering of Chesapeake Granite Wash Trust

Pilot Chemical Company — privately-held and independent specialty chemical manufacturer, in its acquisition of the assets and business of Liquid Minerals Group and of Mason Chemical Company

Conflicts committee of Encore Energy Partners — acquisition by Vanguard of the interests in Encore owned by the public for approximately $545 million of Vanguard common units

Constellation Energy — acquisition of StarTex Power, an electric retail provider serving 170,000 residential and commercial customers in Texas

Allison Marine Contractors, Inc. — sale of all its holdings to Lincolnshire Amc Holding, LLC

Enerplus Corporation — conversion from a Canadian income trust to a Canadian corporation

Scotia Capital Inc. — lead underwriter regarding the initial public offering of Eagle Energy Trust, a Canadian trust that owns upstream properties in the United States

BNY Mellon Trust Company — trustee in the initial public offering of trust units in each of these royal trusts

Affiliate of Royal Dutch Shell plc — sale to Buckeye Partners, L.P. of a refined petroleum products terminal located in Puerto Rico

Publications and Speeches

"The October 4, 2016 Final, Temporary and Proposed Treasury Regulations under Sections 704, 707 and 754," WSBA CLE in partnership with the WSBA Tax Section, December 15, 2016.

"Tax Issues Can Unexpectedly Complicate Mezzanine Financings," Oil & Gas Financial Journal, April 11, 2014.



New York University School of Law,
LL.M., Taxation
Georgetown University Law Center,
Kansas State University,
magna cum laude

Bar Admissions



Washington State Bar Association
State Bar of Texas
Washington State Bar Association
Chair - Committee on Transactional Tax, Section on Taxation
2006 - 2009



Unconventional Convertible Debt

Weil, Bracewell Advise on Kinder Morgan Deal: Business of Law

Deal of the Week: Lots of Energy




The Legal 500 United States
US Taxes: Non-Contentious, 2017; Domestic Tax: Central, 2014 - 2015; Tax, 2012 - 2013
Delinian Limited
IFLR1000 Financial & Corporate and M&A Guide
2019 - 2023
BL Rankings
Best Lawyers
Tax Law, 2007 - 2024; Energy Law, 2023 - 2024; Seattle Lawyer of the Year, Tax Law, 2021
Thomson Reuters
Washington Super Lawyers
2008 - 2014; 2016 - 2021
Internet Brands, Inc.
Martindale-Hubbell® AV® Preeminent™ Rating


Past Events

Tax Symposium

Houston September 20, 2012