617.973.6161fax 617.722.4922



Suffolk University Law School, JD, 1984
Boston University School of Law, Masters of Laws - Taxation, 1990

University of Massachusetts, BA, 1980

Brian Gaudet

617.973.6161fax 617.722.4922 V-card Download PDF

Brian Gaudet is a business and tax lawyer in our Business Law Group.  He has more than 25 years of experience advising public and private companies and non-profit organizations regarding business planning and formation, legal entity structures, mergers and acquisitions and international, U.S. federal and multi-state tax matters.  His clients operate in a variety of industries such as health care, retail, industrial and consumer product manufacturing and distribution, transportation, shipping, real estate, financial services, technology and intellectual property, including computer software and SaaS.

Brian served for more than 11 years as head tax counsel at a Fortune 20 company and for more than 16 years as a tax consultant with "Big 4" and other public accounting and law firms having a regional, national and international practice.  Brian's unique perspective as both a public company insider and as an outside consultant makes him an especially valuable resource for in-house tax directors whose departments are not staffed with a tax attorney.  Clients seek his advice in connection with complex business transactions such as mergers, acquisitions, dispositions, business restructuring and post-acquisition integration, as well as day-to-day tax matters encompassing income, employment and other direct and indirect taxes, including tax compliance and reporting matters, audits and examinations.

When a new business is forming or when an existing business becomes profitable or is preparing for a liquidity event, Brian helps them transition to a more tax-efficient legal structure that may enhance the overall value of the enterprise.

Brian also helps taxpayers to limit their exposure for prior period taxes in accordance with available Federal and state voluntary disclosure programs.  He is admitted to practice in the United States Tax Court, and he represents taxpayers in disputes with the Internal Revenue Service, the Massachusetts Department of Revenue and other state and local tax authorities.

Brian also has broad and deep experience in individual, trust and estate tax matters.  He also served as a tax attorney at the United States Treasury, Bureau of Alcohol, Tobacco and Firearms.

Representative Experience

  • Devised and implemented an international tax strategy for a U.S. company engaged in the worldwide sourcing of construction materials.
  • Successfully assisted a global software manufacturer and distributor in the substantial reduction of a proposed $23M IRS tax assessment in connection with the transfer of intellectual property to a related party outside the U.S.
  • Structured a multi-million dollar sale of S corporation stock held by a decedent's estate.
  • Advised an S corporation in the petroleum extraction industry with the sale of its assets to, and the taking of a retained interest in, the acquirer's pass-through entity.
  • Settled the Federal tax liability of a company defending a $9M IRS adjustment for approximately $1M.
  • Served as acquisition counsel to a healthy living e-tailer acquiring a new line of business.


Brian was selected as a ranked lawyer in Tax, in Chambers USA 2015.

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