Nathan Honson

Nathan Honson




Nathan is a partner in the Tax, Trusts and Estates practice group. He has a broad tax and business practice, including advising on income tax planning for businesses and individuals, advising on structuring and forming business and investment entities, including the design of complex governance and economic structures, advising on succession planning for privately-held businesses and investment entities, representation of taxpayers in federal and state tax controversies, with a special focus on estate and gift tax valuation controversies, and advising on tax issues in mergers, acquisitions, and executive compensation, particularly in the context of partnerships and limited liability companies.

Education & Admissions

University of Florida Levin College of Law (LL.M., Taxation, 1998)

University of Iowa College of Law (J.D., 1997), with high distinction
Articles Editor, Iowa Law Review
Order of the Coif

University of Northern Colorado (B.A., History and Legal Studies, 1994), summa cum laude


  • Minnesota


Representative Work

Partnerships, LLCs, and Joint Ventures

      • Advising on tax and entity structuring issues in the formation of real estate partnerships, including partnerships holding raw land for development and for the construction and operation of commercial, office, retail, and professional buildings, hotels, and senior and multi-family housing.
      • Advising clients on the formation of investment partnerships and limited liability companies, including entities holding diversified publicly traded stock portfolios with complex hedge-fund type accounting provisions, private equity, aircraft, and debt instruments.
      • Advising clients on estate and gift tax, structuring, and valuation issues in the formation of family partnerships and LLCs that hold a variety of family business, real property, and investment assets.
      • Advising clients on transactional tax issues relating to the acquisition, disposition, and liquidation of entities taxed as partnerships, S corporations, or disregarded entities.
      • Advising clients on equity compensation and equity compensation alternatives in partnerships and LLCs. 
      • Representing clients in the structuring and drafting of partnership, LLC, and joint venture agreements and related documentation.

Tax Controversies

      • Representing individuals, estates, and business entities in a wide variety of federal and state tax controversies, including examinations, administrative appeals, litigation, and collections.
      • Representing taxpayers in estate and gift tax controversies, particularly those involving valuation issues.

Transactional Tax Advice

      • Advising on a variety of transactional tax issues in mergers and acquisitions.

Business Succession and Estate Planning

      • Working regularly and in close contact with high net worth families and family offices to advise on a variety of income, estate, and gift tax issues, as well as a wide variety of other contractual and legal issues.
      • Advising clients on the structuring and implementation of recapitalizations and redemptions to achieve business succession, estate planning, and estate tax liquidity goals.
      • Advising clients on corporate governance issues and drafting shareholder agreements, shareholder voting agreements, voting trusts, buy-sell agreements, restrictions on transfer, and other succession planning documents.

News & Resources


New Tax Act
“The 2011 Proposed Alternate Valuation Date Regulations,” Willamette Management Associates Insights, Summer 2012
"Passthroughs, Tax Treaties, and Treaty Overrides," 82 Tax Notes 873 (co-authored with Robert Critchfield and Myron Mendelowitz)
Note, "Iowa Tort History, 1839-1869: Subsidization of Enterprise or Equitable Allocation of Liability?," 81 Iowa L. Rev. 811

News & Press Mentions

200 Dorsey Lawyers Selected for Inclusion in 2024 Best Lawyers in America, Lawyers of the Year, and Ones to Watch
54 Dorsey Lawyers in Minneapolis Selected for Inclusion in The Best Lawyers in America 2019 and 2019 Lawyers of the Year
51 Dorsey Lawyers in Minneapolis Selected for Inclusion in The Best Lawyers in America 2018 and 2018 Lawyers of the Year
48 Dorsey Lawyers in Minneapolis and Fargo Selected for Inclusion in The Best Lawyers in America 2017 and 2017 Lawyers of the Year
45 Dorsey Lawyers in Minneapolis and Fargo Selected for Inclusion in "The Best Lawyers in America®" 2016 and "Best Lawyers of the Year"
97 Dorsey Lawyers Selected for Inclusion in The Best Lawyers in America® 2015 and 2015 Lawyers of the Year


  • Named a Best Lawyers® Lawyer of the Year, Tax Law, 2023
  • Listed in Best Lawyers in America©, 2013-2024
  • Named Best Lawyers Minneapolis Tax Lawyer of the Year, 2015
  • Listed as a "Rising Star" by Minnesota Super Lawyers, 2004-2006, 2008-2009
Nathan Honson