Matthew D. Carlson

Matthew D. Carlson


Matt Carlson concentrates in tax. He has over 10 years of tax controversy experience, and was previously an attorney for the Office of Chief Counsel, IRS, where he represented the IRS in federal tax and bankruptcy proceedings. He has litigated many cases in the United States Tax Court, both on behalf of the IRS and taxpayers, including taking dozens of cases through full trial and briefing. Matt also has substantial experience litigating tax cases in other forums, including the U.S. Bankruptcy Court, U.S. District Court, California Superior Court (both criminal and civil tax proceedings), as well as state and federal appellate courts. Matt has broad administrative practice experience as well, including representation in tax examinations, appeals, criminal tax investigations, trust fund recovery penalty investigations, IRS Office of Professional Responsibility proceedings, tax preparer and promotor investigations, innocent spouse relief cases, refund claims, penalty abatement, complex collection defense, offers in compromise, installment agreements, and many other procedural matters. Matt has also obtained favorable rulings from the IRS, including private letter rulings and closing agreements on issues such as a late I.R.C. § 754 election, or an inadvertent IRA conversion, saving clients millions of dollars in some cases.

Matt also assists clients with tax planning and advice in connection with transactions with sensitive tax issues. Matt has assisted clients in structuring opportunity zone projects, conservation easements and other complex charitable contributions, analyzing tax characterization of settlements, and a wide range of other federal, state and local tax issues that arise in business and individual settings.

Matt is a frequent speaker on tax issues, including opportunity zones, tax litigation and other tax issues at seminars for the California Lawyers Association, Sacramento County Bar Association, California Society of Enrolled Agents, CalCPA, and events for private companies and accounting firms.

My practice is devoted to tax controversy, tax planning and transactions with sensitive tax issues. I represent businesses and individuals before federal, state and local tax authorities in litigation, investigations, and administrative proceedings.  I also advise clients on a wide range of federal, state and local tax matters in connection with tax planning and transactions.

"When I am not reading the tax code, I am spending time with my wife and two sons. We love the outdoors, whether it is a campout at one of the Sierra Nevada mountain lakes like Union Valley Reservoir, hiking the Cascade Falls trail in Lake Tahoe or a lazy day at Dillon Beach."


Honors and Affiliations

Northern California Super Lawyer, 2021-2022

Sacramento Magazine Top Lawyer, 2021

Chair, Income and Other Taxes Committee, California Lawyers Association, Taxation Section

Chair, Sacramento County Bar Association Tax Law Section

Co-Founder and Former Chair, CalCPA SALT Committee

Editor, McGeorge Law Review

Roger J. Traynor Honor Society

Representative Opinions and Rulings

Beland v. Commissioner, 156 T.C. No. 5 (2021) (precedential opinion granting the taxpayers’ motion for partial summary judgment concerning civil fraud penalty).

In re Williams, No. 2:12-bk-15652-RK (Bankr. C.D. Cal. Apr. 8, 2019) (finding taxpayer was entitled to relief under Rev. Proc. 2011-34 to file a late election under Treas. Reg. § 1.469-9(g) for purposes of the passive loss and material participation rules)

Northern California Small Business Assistants, Inc. v. Commissioner, 153 T.C. No. 4 (2019) (novel question of law in which dissenting judges held that I.R.C. § 280E was subject to Eighth Amendment excessive fines limitations).

PLR 201934002 (IRS allowing late election to step up basis pursuant to I.R.C. § 754)

Reyes v. State of California, Case No. 2015-185560, May 26, 2016 (defeated California Franchise Tax Board Anti-SLAPP motion to strike in a matter for first impression concerning damages for FTB reckless disregard for board published procedures under Rev. & Tax. Code § 21021). Tentative Ruling

Mountanos v. Commissioner, T.C. Memo. 2014-38 (represented IRS in case involving I.R.C. § 6662(h) gross valuation misstatement penalty).

Simpson v. Commissioner, 141 T.C. 331 (2013) (represented IRS in case addressing taxation of settlement proceeds).

Shaw v. Commissioner, T.C. Memo. 2013-170 (represented IRS in case involving debt-equity characterization).

Mountanos v. Commissioner, T.C. Memo. 2013-138 (represented IRS in case addressing conservation easement deduction valuation and substantiation requirements).

Speaking Engagements and Representative Publications

2021 Annual Meeting of the California Tax Bar and Tax Policy Conference, “Beyond Reasonable Cause: An In-Depth Discussion of the Assessment, Abatement and Litigation of Penalties,” November 3 – 5, 2021

2020 Annual Meeting of the California Tax Bar and California Tax Policy Conference, “Overview of Federal and State Criminal Tax Investigations,” November 5, 2020.

Proposed Regs Define “Real Property” for Section 1031: IRS Gets It Mostly Right but Insists on Perpetuating Earlier Mistake, Journal of Taxation, October 2020

Qualified Opportunity Zones, Speaker, Moss Adams Business Opportunity Conference, January 23, 2020.

Qualified Opportunity Zones, Speaker, CalCPA Federal, State, Local, and International Tax Conference, November 21, 2019.

Qualified Opportunity Zones and Tax Credits: New IRS Guidance, Speaker, The 2019 Annual Income Tax Seminar, California Lawyers Association, Taxation Section, June 28, 2019.

Qualified Opportunity Zones, Speaker, 6th Annual Tax Symposium, Sacramento County Bar Association, Tax Law Section, May 8, 2019.

Should You or Shouldn’t You Dissolve an LLC When The Business Is Over?, California Business Law Reporter, March, 2019, Volume 40, Number 5.

California Tax Boot Camp, Speaker and Panelist, California Society of Enrolled Agents, January 23-24, 2019.

Comments to Proposed Regulations on Tax Return Preparer Due Diligence Penalty under I.R.C. § 6695(g), Taxation Section of the California Lawyers Association, August, 2018. Copy of CLA Comments on Proposed Regulations

Ethical Considerations in Transactional Tax Planning, Speaker, 2018 Annual Income Tax Seminar, California Lawyers Association, Taxation Section, June 22, 2018.

Tax Aspects of Cannabis in California, Speaker, Sacramento County Bar Association Cannabis Symposium, April 20, 2018.

UC Davis Tax Law Society and California Young Tax Lawyer Panel, Panelist, November 8, 2017.

IRS Real Property Audit Issues, CalCPA 15th Annual Chapter Real Estate Conference, June 14, 2017.

Avoiding Red Flags That Could Trigger an IRS Audit, The State Bar of California, 89th Annual Meeting, September 2016.

Mock Trial with U.S. Tax Court Judge David Laro, Tahoe Litigation Conference 2014, Appraisal Institute, Sacramento Sierra Chapter, October 2014.

Tax Lawyer Panel, 2014 Western Regional Convention, National Black Law Students Association, January 2014